Puniatores, Congregate!
by Soap Lady
Summary: After "Tales of Suspense" Mythical monsters are ravaging New York and two mysterious figures watch. New students come to the Academy. Coincidence? Not in this show. Meanwhile, Pepper makes new friends and contemplates life post-Gene.
1. Chapter 1

_Author's note:__ I came up with this idea when FluffleNeCharka asked the question; "Where are all the other superheroes who live in New York?" Good question. Here is my attempt to answer it. It's different from my previous stories, more action/adventures. I was trying to recreate the feel of the television show; blocky, computer rendered animation not included. Read and review and offer suggestions so I'll know if you want me to continue this._

**Puniatores, Congregate!**

**Prologue**

"Rhodey, concentrate on its head!"

The creature was gargantuan with claws, fangs and a generally hideous appearance. Its deformed features did nothing to identify it as humanoid and it stank of fetid flesh. Vehicles and pedestrians fled screaming as it swung a wooden club studded with rivets into nearby buildings. Huge stinking animal hides barely covered its stained putrid form and Iron Man felt sorry for anyone standing directly under its loincloth.

Tony sent a repulsor blast from his hands into the monster's face. It roared and swiped at him, only to grasp at air.

War Machine activated his sidewinder missiles and hit the giant creature's eyes at point blank range. With that final assault it shimmered and vanished.

"Well...uh, that was anti-climatic," Tony said wryly. He stared at where the creature had stood. Nothing. "Well, at least collateral damage was kept to a minimum this time. We-"

He broke off and stared at a spot beyond where the monsters had been and saw two vague figures, male and female. He tried to use Iron Man's sensors to focus on the silent watchers but something warped the space around them, making analysis impossible. He blinked and they were gone.

"You okay?"

"Yeah. Sure."

Rhodey checked his internal chronometer. "Well it's lucky that fight was so quick. We have about fifteen minutes before school."

* * *

**Chapter one**

"Class, we have two new students joining us today." Professor Klein seemed both jubilant and relieved. Since the departure of Gene Khan and the reintroduction of Whitney Stane, the class' mood seemed to swing from giddy to depressed; perhaps it just seemed that way because students Rhodes, Stark, and Potts set the standards of behavior for the rest of the class and they were even more volatile than normal lately. Tony and Rhodey glanced up politely like the rest of the class. Pepper seemed uninterested in anything other than her science book and was uncharacteristically quiet.

"Please give a warm Tomorrow Academy welcome to Miss Wanda Maximoff."

The students clapped politely at first, until they got a good look at the new pupil, then the applause became more enthusiastic with the occasional wolf whistle thrown in by Happy Hogan. With good reason; Wanda slid into the room with movements as graceful and precise as a dancer. She was tall and toned with olive skin and chocolate brown hair. Her proportions were well rounded without being overly voluptuous and the black leather pants with red racing stripes accentuated her long legs. The matching halter top brought attention to her most arresting feature: her eyes. Sherry brown with flakes of gold that seemed to hypnotize the beholder. She seemed well aware of the reaction she was causing and seemed wearily amused by it. Tony sat up straight in his seat, storm blue eyes wide and very, very interested. Rhodey glanced over at a furious Whitney and retreated to the safety of his textbook. Pepper never raised her head.

"Nice to meet you all. I'm Wanda." The new student's voice was low and mellow with the slightest hint of accent. Her English was smooth and articulate. "I was born in Romania but now I live here with my parents."

The lovely brunette glanced at the science teacher, who seemed to come back to himself. "Oh! So sorry, Miss Maximoff. Please take a seat next to Tony Stark."

Tony raised a hand to indicate where he was and Wanda took a seat, smiling politely with just a touch of warmth. Whitney smouldered, trying to kill the new girl with her thoughts while Happy gaped openly. One almost expected him to start drooling and panting.

Pepper looked over and then away. _That was Gene's seat, _she thought sadly. _Can't be mad at her for sitting there. She doesn't know anything. It's not like he'd care what I think anyway._

There was a loud knock at the door and the squeaky voiced professor jumped. "I almost forgot!" He opened the door and gestured for the person to come in. "And this is our other new student, Donald Blake."

"Call me Don," the voice was deep but shockingly mild coming from such a large person. He was both taller and wider than Happy, with broad shoulders that made the girls in the front row swoon comically. His hair was long and blond, held back from his face with a leather thong. Cerulean eyes brought everyone's attention to his handsome face but didn't detract from his most unusual feature, a tall thick wooden walking stick. The cane looked as if it were made from very old and gnarled wood, with strange symbols carved into it. Blake was disabled.

Happy Hogan wasn't the brightest but knew a kindred spirit when he saw one. "Dude! Sit beside me!" and patted the seat next to him.

Don smiled gratefully, equally happy to see a fellow athlete. "Thanks um...?"

The jock thrust out a hand. "Happy Hogan. Nice to meet ya, dude!"

Blake shook the other boy's hand and even Happy winced a little, still smiling. "Don, this could be the beginning of a beautiful friendship. How do you like the Giants?"

"Sorry. I'm more of a Green Bay and Minnesota fan."

Professor Klein cleared his throat loudly. "So glad to hear that, Mister Blake. Now...how about we get back to learning about quarks?" Without waiting for an answer, the teacher turned back to the board and began to speak of elementary particles with the ardor of a lover. Tony tuned him out with minimal effort; he knew all about quarks. He decided to try his hand at flirting with the new girl."The name's Tony Stark. Nice to meet you."

She smiled but her expression seemed to say, _Great, here we go again. _"I'm Wanda, but you knew that already."

The boy genius seemed a tad surprised that she didn't act with shock and awe after hearing his name. Like almost everyone else did. "If you need tutoring to catch up with the rest of the class, I'm your man."

"I'll take you up on that. _If _I never need help."

Stark sat back and stared at Wanda as if encountering a computer language he couldn't yet read. The young woman ignored him and instead concentrated on the lecture.

On his left side, his best friend snickered softly at his expense. "Ooooh! And he is _denied_! That had to hurt!"

"Shut up," Tony hissed back and threw sidelong glances at the new girl in the hopes she'd look back. Rhodey rolled his eyes and instinctively looked over at Pepper for her reaction. Her usual spazzy cheerfulness was gone; even her characteristically flaming hair seemed dull. Since Peru, his bubbly friend had shut down and retreated into herself. He tried to tell himself it was a good thing that she was learning to be more discriminating about who she trusted but he couldn't help but wish she'd start talking at her usual mach-one speed about nothing again.

The bell rang and the class stood up. Tony took a step in Wanda's direction with the intent on inviting her to lunch but instead found himself tripping over air and tumbling to the ground. The brunette stepped on past him and instead let Blake and Happy escort her to the cafeteria.

Rhodey rushed over and pulled Tony to his feet. "It's OK, Tony," he told the other boy with mock sincerity. "It happens to all guys eventually. It's called 'DOA'. Dead on Arrival."

Whitney gave them both one last glare before leaving, looking back only in Pepper's direction. Despite Tony's assurances the two were acquainted, she couldn't remember the other girl. Despite that, she felt a strange pang of sympathy every time she saw the redhead's face. _Why does she always look so sad? _The blonde furrowed her brow in concentration. _And why does my mind keep telling me she's usually irritatingly cheerful?_

Rhodey and Tony headed towards the cafeteria with Pepper trailing behind from habit if nothing else. The two boys were whispering about that morning's fight.

"Did that seem too easy to you, Rhodey?"

"Yeah, but after the things we've been through, with the," he glanced back at Pepper, "the...you know...I'm actually happy to have something that wraps up before school."

Tony didn't catch his friend's look of concern. He was was already calculating new improvements for the armor and battle strategies. "That thing had almost supernatural speed but seemed kinda fragile. I mean, it didn't take much to defeat it, but my censors couldn't always track its speed accurately."

"The whole thing felt like a set-up," Rhodey replied. "You know, like someone was testing us, seeing what we could do."

"Someone _was. _I only caught a glimpse but two people were checking us out while we fought that thing."

"Great. Just what we needed. More unknown enemies." Rhodey rolled his eyes.

"Which is all the more reason to upgrade the armor's censors and detection system." Tony urged. "Early warning means a greater chance of survival. And I want to adjust the invisible spectrum to be more like Madame Masque's. In case we have to battle Ghost or someone like him again."

"Um...excuse me," Pepper finally decided to join the conversation. "Mind if I come over and watch the upgrades? I could help. You know, pass a wrench or get snacks or something?"

The two boys regarded each other warily, their expression one of two friends invited to a party when a third was not. As much as they cared for Pepper, she had a bad habit of disrupting their work to ask dozens of irrelevant questions.

"Uh...sorry, Pepper. You'd just be bored anyway," Tony offered lamely and walked to his locker.

Rhodey smiled wanly at her and tried to soften the blow. "Don't worry. There'll be other chances for you to come over."

Pepper stopped in the middle of the hall, eyes downcast and looked bereft. "Oh course. Sure...that's fine."

Rhodey looked ahead to berate his friend about his callous behavior but found Tony was halfway to the cafeteria and had to hurry to catch up with him. Pepper sighed and decided to have lunch alone on the roof instead.

* * *

"Thought I'd find you up here."

Pepper ignored Rhodey and continued to feed most of her lunch to the pigeons who gathered on the roof. The January sky was gray and cold and secretly she thought it matched her mood perfectly.

_She isn't going to make this easy for me, is she? _Rhodey told himself and girded his proverbial loins for what he was sure to be a tough conversation. "This ledge taken?"

The redhead didn't even acknowledge his weak joke and he took her silence for a yes. "I'm sorry, Pepper. I know we've been neglecting you lately and that's not right. Gene played all of us, but you took it the hardest. You gave him your whole self, like you do with all your friends and he stomped on that. Because he wasn't worthy of your friendship." _Although neither are we lately_. "Don't dwell on what Gene Khan did. I mean, don't dwell upon what _The Mandarin_ did. He doesn't deserve it, not one second of your time."

Pepper didn't react but she didn't leave either so he continued. "And Tony and I...we haven't been around much lately. What with the search for Tony's dad and Gene and fighting monsters-" That got a slight reaction-"we've been kind of neglecting you. That isn't right and I'm sorry. Being War Machine has taken up more of my time than I thought it would. Now I feel kinda bad for being so hard on Tony all this time," he said with a nervous chuckle. The usually energetic girl didn't seem to notice. He sighed and tried one more time.

"Pepper? Come on. Say something. Hit me if you want. I can take it. Well, not in the face." He glanced down at his lap and tried to phrase what he wanted to say properly before looking back up. "But we need you! Team Iron Man needs you!"

"If Team Iron Man needs me so bad, why isn't Tony saying all this himself?" Pepper's voice sounded almost raspy from disuse and Rhodey couldn't think of an immediate reply. "He's just busy," sounded like a cop out and she deserved better.

"No, Rhodey," she stood up and faced him and he saw to his dismay she was crying. "Team Iron Man needs Tony. It needs _you._ Me? I'm just the spunky girl sidekick."

Before he could think of a suitable reply, she was gone.

* * *

Tony froze in place, unable to wrap his mind around what Rhodey had just told him. "She was _what?_ Pepper? We are talking about the same Pepper Potts, right?"

James Rhodes stared at his best friend incredulously. Tony was a good guy and a loyal friend but sometimes he was so dense Rhodey was surprised the other boy didn't create a black hole. Stark was so absorbed in Iron Man and finding his father lately he forgot about the world around him and lately Rhodey found himself acting as Tony's very own Jiminy Cricket. Well, even more than he usually did.

"How many Pepper Potts do you know? Jerk. Yes, she was crying. She's lonely and you've been neglecting her. Not that I've been any better," he added guiltily before Tony could interrupt. "I think sometimes we let her hyper fan girl exterior blind us to the fact that she's also very sensitive. I mean, she really liked Gene. _Really. Liked. Gene."_ Rhodey spelled it out for Tony in case he didn't understand. Genius did sometimes equal social awkwardness. "She fell so hard so fast she had no time to process what was happening and his betrayal blindsided her even harder than it did you. Me, I almost expected it, deep down." Rhodey looked down sadly, realizing what he was about to say sounded incredibly trite. "I think he broke her heart."

Tony tapped his chest. "Mine too. Literally. In case you've forgotten."

Irritated, Rhodey reached out and flicked his best friend on the nose. Hard. "Focus for a minute, idiot. This isn't funny and this isn't about _you_. It's about Pepper. We need to make time for her."

Stark gave in because he knew Rhodey was right. "Okay, you win. We'll make time for Pepper. Starting tomorrow." The boy genius smirked thoughtfully. "But did you see that new girl, Wanda? Smoking hot. I should totally ask her out."

The other boy rolled his eyes. "Sure. Because she seemed _real _into you when you tripped in front of her. Actually, she seemed more into that other guy, Don Blake." Rhodey thought for a moment then looked at his friend. "I find their timing kind of suspect. I mean, they show up the very day you see two people spying on us during a fight. Sounds suspicious."

"Of course," Tony stood up and began to pace, rubbing his chin thoughtfully. "All the more reason to ask her out. For research purposes of course. I need to find out everything about her. Favorite food, favorite color, does she like action flicks, one piece or bikinis..." the sarcastic expression slid off his face when he saw the stonily serious look on Rhodey's.

"I was right about Gene, Tony. Maybe it's time you listened to my instincts."

"You're right," Stark abruptly sat back down again. "We should do a little digging. See if they are who they say they are."

"And if they aren't?"

In reply, Tony looked at the Iron Man and War Machine armor and then back at friend. "Then we go from there. You're right, Rhodey. We can't let something like Gene happen again. Especially not to Pepper."

* * *

_I don't care any more. Really. I don't. Not about Tony or Rhodey excluding me from their little armored boys' club, or Whitney acting like the Ice Princess again. Or Tony drooling over the new girl. I care about that least of all. I don't want or _need _a boyfriend. Hey, the way things are going now I barely need friends. I barely _have _friends any more. That's fine. I survived until ninth grade without friends. I can be fine all by myself. Alone. Again. I'll survive. I'm a future SHIELD agent. I'm sure they're all tough. And fine being...alone. Oh, who am I kidding? After that incident on the helicarrier they'll never let me join._

Pepper sighed as she dug into her purse for her house keys. Her internal pep talk wasn't going too well so she gave it up. Tony was ignoring anything that wasn't related to school, finding his dad and Gene, or Iron Man lately and Rhodey, usually kind to a fault, seemed to have forgotten about her too. The only person who seemed to remember her was Happy and he treated her like he always treated her; like one of the guys. That itself was comforting in a weird sort of way.

Forget it. She'd never be as statuesque as Whitney or as depressingly, exotically gorgeous as Wanda Maximoff. She was and always would be "the cute girl with freckles", "the platonic female friend" and "spunky girl sidekick". The only contribution she seemed to make to Team Iron Man was Damsel in Distress or Accidental Saboteur. She wondered if she'd find anyone who would look at her the way she used to view Tony and later Gene; as someone amazing.

She finally found her keys with their secret decoder ring key chain and was working it in the lock when she heard a voice behind her. How could anyone have snuck up on her? Some SHIELD agent she was gonna be, so pathetically ambushed. She squeezed her eyes shut. It couldn't be real, it had to be her memory playing tricks on her. The voice was smooth and beautiful and perfect, like satin and chocolate given sound. Her body shook with either fear or rage or both and she forced herself to turn around and face him. This was so unfair.

Darn. She wasn't hallucinating. There he stood, amber eyes in that beautiful face, wearing his usual clothes and staring at her curiously.

_Hey, he's not wearing his sunglasses. Why isn't he wearing his glasses? He looks weird without them. Wait, why am I worried about some frickin' glasses? He's gonna kill me! Or...kidnap me and use me against Tony. Not that Tony cares about me any more. Gene will kill me and Tony will be on a date with Wanda and won't even _care.

"Pepper Potts?" Gene spoke mechanically, as if reciting a speech from memory. "Pepper, I need you," he told her as he reached for her.

Pepper throat was too paralyzed with apprehension to even scream.

* * *

She might not be able to scream but she sure as heck could run and that's what's Pepper Potts did. She ripped open the front door and slammed it behind her as she tore into the kitchen in search of a weapon. She dumped out several kitchen drawers before locating a marble rolling pin that had belonged to her mom. Brandishing it high over her head, she turned just in time to see her former friend step through her doorway.

"You should really have locked the door, Pepper Potts. It isn't safe for a lone young woman at night," he chided and she felt her anger begin to overtake her fear.

"Because of people like _you, _you...heartbreaking ring-stealing creep!" She swung blindly, the unfamiliar weight and her lack of fighting skills making her clumsy. Gene did not even try to counterattack, easily sidestepping the blows. "Please, I need your help. Allow me to explain."

"Explain?! Explain _what? _How you left Tony to die in the desert after taking his dad? Or how about all the times you lied to us and pretended to be our friend? I can't believe I ever...liked you!" Frustrated now, she began to fling silverware at him.

"Please, let me-" Gene continued to dodge but in a strange way her anger allowed her to focus and one out of every fifth projectile managed to hit him. "There's no need for violence, Pepper Potts."

"Of _course _there is! And stop calling me that!" she screamed at him. His voice sounded weird, like Mister Spock. "You're a manipulative, lying, cheating false friend who cares about no one but himself! You lied to us and then when you found out about Tony being Iron Man you tried to kill him and Rhodey! Why? Because they were no longer useful to you, or did you plan that from the beginning? Well?! Answer me!"

Gene warily eyed the heavy wooden cutting board she was now swinging over her head. "I will answer any question you have for me but first you have to calm down before you hurt your dwelling or yourself. Please."

"_SHUT. UP." _Releasing the projectile she was torn between triumph and horror when it hit him square in the chest, actually causing him to stagger. She smirked and opened her mouth to continue her pithy repartee when Gene flickered, his image replaced with a strange creature. Its body was mostly covered with a green bodysuit with yellow accents and yellow boots. The matching yellow cape had a high collar and a green skullcap covered its scalp. All she could see of its skin was its face and that was red. A strange jewel gleamed from its forehead and its eyes were stars.

The being glanced at itself ruefully. "Well, you seemed to have damaged my image inducer, Pepper Potts."

Pepper's last cognitive thought was that the ceiling needed painting.

* * *

"There is no need to pretend. I am already aware that you are regaining consciousness."

Well so much for _that _plan. Pepper blinked until her eyesight focused and noticed the _thing _had regained Gene's form. She snorted and sat up and found to her astonishment the intruder had organized her room while she was unconscious. She wondered if he'd also cleaned up the kitchen and decided he probably had.

"Well, aren't you a smart...whatever you are. Where'd you get that...image inducer?" She sighed and laid back down, one hand going to rub her forehead. Vertigo overcame her and she wondered exactly what she'd landed on when she fell. "Don't tell me it's more stolen Stark technology from the Vault."

"Stark? Vault?" The creature that would be Gene seemed puzzled. Its eyes went strangely flat as if accessing its hard drive. "Anthony Stark, heir to Stark International and a friend. Your internal database is quite impressive, Pepper Potts."

"Yeah well, even Dad says I can gather info and crack encryption faster than...HEY! Wait a minute!" She remembered that she was a prisoner, sorta. "What the heck are you?! How do you know my name and where I live? Why did you choose to look like...HIM?"

The alien looked down at his borrowed form, confused. "You do not care for it? Strange. From my analysis of your brain waves and memories, this is a familiar form, someone you are fond of."

"_Were_. Were fond of," he, or it didn't seem eager to kill or torture her right away so she felt relieved enough to act huffy. "He is no longer my friend and I don't want to be reminded of him. Go back to...is that your natural form? What is that?"

"Forgive me. I sought to put you at ease." "Gene" once more became the strange multicolored humanoid, its natural voice strangely flat and mechanical without Gene's familiar intonations. "I am a synthetic humanoid. The closest translation of my name in your language is Vision. I was sent by my creator to observe human development with a minimal amount of interference. I scanned your brainwaves in an attempt to better understand human thought patterns. Your processing speed and data gathering skills are impressive. After completing my analysis, I decided to model my brain patterns after your memories and thoughts of Gene Khan. If I am in error, I will apologize and wipe my memory core and imprint upon someone else. I regret if I have disturbed you."

_So. This guy isn't Gene at all, but some sort of idealized Gene I built him up to be in my mind. Great. I guess this is better than walking around New York as itself. Someone would shoot or dissect it in no time._

Vision moved towards the door as if to leave. Pepper leapt up despite her dizziness and grabbed its...his...arm. "Please! Don't go! I'm sorry, you just took me by surprise. But you didn't mean any harm right? I mean, being an alien robot and all, you couldn't know about earth customs. So...stay, okay? Even if it's just for a few minutes."

Pepper pointed at her desk chair and the android sat down. "So, um...Vision? Why me? I mean there's genius scientists running around this city and you chose me. Little Miss Spastic."

The synthezoid frowned at her; in thought or disapproval she couldn't tell. "You underestimate yourself, Pepper Potts. You are an intelligent human and your brainwaves are complex and flexible. As I have stated previously, your mental processing speed is in the top percentile for your race and your internal database of knowledge is extensive. Besides," his gaze focused on her. "You have...an emotion I could identify with. I traveled several star systems to arrive here. My creator determined that a synthetic had a greater chance of surviving the long journey and bouts of inactivity better than a biological being. He was of course correct, but it was...difficult. Though I was provided with learning and entertainment material. I had no social contact for at least two hundred of your years. It was...difficult."

_That's a long time to be alone. Lonely. He was lonely. And when that big brain of his sought out compatible brainwaves, the first he found was mine. And I know...better than most, how preying loneliness can be. You just need someone who knows how it feels to be neglected for so long. I think...we need each other._

Impulsively, she reached out and pulled the startled android to his feet for a hug, burying her face into his chest and was surprised to hear a heartbeat. "I understand. Two hundred years. It's a long time to be by yourself. But not any more. You have me now. And I'll be here...for as long as you need me."

Vision found himself smiling, the borrowed emotions aiding him as he stroked the short red hair. "And I for you, Pepper."

She glanced up at him. "You can stay. There's plenty of room in the basement. But if you see my dad, uh, an older male human, hide. Can you like...camouflage yourself or something?"

"I can become invisible."

"Perfect! So if you see or hear my dad, just become invisible. Oh! Your batteries won't go dead, will they? Do you need to eat? What do you eat? Do you sleep? Wow! An alien robot! This is so cool! Let me tell you all about Earth customs. We also have some encyclopedias on CD's which will help a lot with your observation. Are you going to film humans in their natural habitat, like the Discovery Channel? I'm not going to end up on some intergalactic version of YouTube, am I? Cuz that would be way embarrassing."

Vision let the questions pour over him, noting each one and calculating an acceptable response for each. Yes, Pepper Potts was a surprisingly complex human with remarkable data gathering and communication skills. He could see his time on Earth would be productive.

Pepper felt better than she had in weeks. She missed having someone to talk to and was pleasantly surprised to meet someone who not only didn't interrupt her once but seemed genuinely interested in her conversation.

* * *

"What's up with Potts? I mean, it was bad enough when she was acting all gloomy and depressed but now she's acting as if she's up to something and expects to get caught any minute."

Whitney opened her locker and exchanged her science book for her math book as she spoke, her tone managed to sound both sarcastic and concerned. Tony and Rhodey exchanged glances and went back to watching their red haired friend try to act nonchalant and cheerful as she walked down the hall. Which of course, made her look all the more suspicious.

"Hey, Pepper!" Tony waved at her. At least Nervous Pepper was a change over Sad Pepper. "How's it going?"

The atomic fireball squeaked and started as if she hadn't seen him standing there. "Tony! Um...hi! How are you? Hi Rhodey!" Her smile grew stilted when she noticed the other girl. "And Whitney."

Whitney managed a half-hearted wave while Rhodes gave Pepper his usual warm smile. Tony continued.

"Everything's cool. Hey, if you're interested, you're welcome to come over after school today and hang out. Or, we could go over to your house-"

"No!" Pepper all but shouted at him. She realized what she had done and hastened to add, "No, thanks. I'm kinda busy. I have an extra credit paper I need to write. Super busy. Plus, I'm thinking of taking a foreign language next semester. Chinese, I...think."

Whitney snorted. "And why would you do _that_? You'd be better off taking Spanish. It'd be much more useful for you in today's job market."

"I might take that too," Pepper was too distracted to notice she'd just been insulted.

"Maybe we could help..." Tony started but Pepper cut him off.

"No thanks! I'm fine! I totally have a handle on this. Rain check on the hanging out though. Bye!" The redhead hurried through the crowd before anyone could call her back.

"That was random. Looks like your groupie is getting tired of you, Tony. Time to recruit a new one." Whitney remarked. Tony laughed nervously while Rhodey just frowned.

"Looks like we're getting a taste of how we've treated her lately," the black boy's voice held censure and Whitney and Tony had the grace to look ashamed. "We'll take what's coming to us for now and try and see what's bothering her later."

The others nodded in agreement, each with his or her own thoughts.

"You should really take better care of your pets, Tony," Whitney chided teasingly. Stark didn't answer her, watching instead as Wanda and Happy walked past. The blonde seemed disgusted, beginning to empathize with Tony's "fan girl". "Or maybe you're auditioning for a new one." she told him and stalked off, Rhodey not far behind.

Tony tried to catch Wanda's eye but was ignored while Hogan tried unsuccessfully to flirt.

"So...Wanda...how was your Christmas?"

"To tell you the truth, I'm Jewish."


	2. Chapter 2

_Author's Note:_ _Special thanks to Autobot Girl and Miles333 for agreeing to be my Betas. I couldn't have done it without you!_

**Puniatores, Congregate!**

**Chapter Two**

"Any luck at the library?"

Rhodey stepped out of the open elevator doors. After the destruction of Tony's first lab he built a second lab, dubbed Stark Mark II under the remains of the first, theorizing none of their enemies would think to look underneath a pile of twisted metal. Rhodey referred to it as "The King Tut Strategy." Being able to invent miniature earth movers sped up the process quite a bit without alerting Roberta Rhodes.

Rhodey shook his head as he pulled out a handful of printouts from his backpack. "Not really. I did find immigration records for Django and Marya Maximoff and their two kids Wanda and Pietro."

Tony swiveled in his chair to face Rhodey, his expression surprised. "That's...interesting. Wanda didn't mention having a brother. What happened to him? Did he...die?"

Rhodes leafed through his notes. "No death certificate was filed. It's possible he's going to some kind of boarding school."

"Without his sister?" Tony raised a questioning brow.

The other boy shrugged. "Yeah, I know. Weird. The only other explanation I can think of is some kind of juvenile delinquency, but those records would be sealed anyway. Which would coincide with what I dug up on Wanda." He walked over to where his friend sat and laid a piece of paper on the terminal. Tony read along with him. "According to this, Wanda Maximoff was reported missing after she played hooky for about a week. The weird thing is the _school_ reported her missing not her parents. When asked by protective services, her parents said they thought she'd gone to visit her brother, who was staying with relatives. Said relatives own a farm and when the Maximoffs' uncle was injured, Pietro allegedly volunteered to help. A call to the uncle confirmed their story but the social worker never spoke to Pietro directly. Wanda returned to school a few months later with no explanation of where she'd been. And the school accepted her back anyway with no hassle. Protective services agreed that the family needed to be under observation but were too short handed to assign anyone."

"Bizarre, don't you think?" Rhodey finally asked.

Stark said nothing but continued to stare at the paper. The picture of Pietro Maximoff was grainy and out of focus but he could swear the other boy had silver hair. An albino? That would explain why he looked so different from his sister. Looking at Pietro somehow gave Tony the creeps but he couldn't quite put his finger on it. The boy on the printout had a superior expression much like Gene Khan but whereas The Mandarin was a secretive plotter attempting to avoid detection, Pietro Maximoff seemed to dare anyone to try and stop him. Tony was not sure what to make of him. He doubted Pietro would show up on his Buddy List soon. Which was a shame because Wanda was so appealing. As much as she ignored his clumsy romantic overtures, it was a nice change of pace to meet someone who didn't _care _that he was Tony Stark, boy genius. Or Tony Stark, child billionaire for that matter. He didn't just want Wanda to like him for himself, he wanted her to like him, period. Which was going about as well for him as Happy's "courtship".

Tony frowned and handed the paper back to Rhodey. "I think I'll try and hack into the juvenile justice mainframe, see what I can find on Pietro. _And _Wanda." It bothered him that the pretty new girl may have a criminal for a brother but Rhodey was right. After Gene...well, going further than that...after Donnie Gill he couldn't afford to take anyone at face value. A real shame though...

Rhodey rapped hard on Tony's skull. "Ground control to Stark. Come in, Stark." Tony brushed the dark hand away but that didn't deter the other boy. "Hey! Looks like I might have a supervillainess to tease _you _about soon!"

"Funny." Tony looked sideways at his best friend. "Speaking of, have you had the nerve to ask her out yet?"

Rhodey rubbed the back of his neck. "Not really. Ever since she got sick and forgot about being Madame Masque, it's like I got reset back to zero with her. So until we get reacquainted, I think I'll take it slow for now."

"Fair enough." Tony's hands flew over the keyboard like pale spiders. "I'll set up the search through dummy accounts and encrypted firewalls. That should prevent anyone from tracing it back to us, though the government's databases aren't nearly as well protected as Stark International. I mean, Pepper told us how easy it was to get into the FBI's mainframe. How hard could it be?"

Rhodey sighed and rolled his eyes. "Wanna hear about Blake now?"

"Go for it."

The papers shifted as he searched for the information, black brows furrowed in concentration. "Donald Blake, aged sixteen. Born in Minnesota. Family moved to Oklahoma when he was ten. Dad owned farmland and mom was a general practitioner. Lettered in football and lead his team to a state championship. Six months ago, he tried to break up a fight and one of the gang bangers shattered his kneecap with a steel bat. Had several surgeries and physical therapy but will never play football again. Moved to New York because his aunt's a physical therapist. Hmm. Student activities include volunteering at pediatric wards and, believe it or not, the chess club. Seems like a good guy."

"Yeah. Brains and brawn." Tony's expression was disbelieving. "Call me paranoid but a record that clean seems more suspicious that if he'd gotten a speeding ticket or busted for vandalism. I'm gonna try digging a little deeper. Maybe I should call Pepper later. See if she can look in her dad's files again."

"Suit yourself." Rhodey sat in the chair opposite his best friend. "I'm gonna start running diagnostics on War Machine and see where these censor weak points you mentioned are. Meanwhile, you can investigate the new kids, when you're not trying to _date _one."

Tony winked. "Think of it as James Bond spy work."

"Remember, smart guy, half those women tried to kill James Bond."

"Gotcha, Mom. I'll be careful."

"Riiiiiight. Because you do such a good job of it. Just remember: if she takes you hostage, I'm going to rag you about it for the rest of your life. And don't underestimate her just because she's a girl."

Tony laughed. "Come on. I'm Iron Man. What's the worst that could happen?"

* * *

"Honey, I'm hooooooooooooooooome!"

Pepper breezed into the home she shared with her father, feeling more cheerful than she had in weeks. Helping an alien android integrate into human society went a long way towards feeling useful again.

Vision in Gene's form turned away from the kitchen stove. He smiled as he sauteed baby onions in butter. "Welcome home, dear. How was work?"

The redhead skidded to a halt so fast she nearly fell. Her house guest wore a pink frilly apron (where did he even _find that?) _over his borrowed form. The kitchen smelled of spices and the table was set for two. A bud vase in the middle held a single dandelion.

"Dinner will be ready in about ten minutes. I'm trying a recipe I saw on Rachel Ray. Her kitchen is amazingly efficient."

Pepper looked around the room in amazement. From what she could see, the house was clean and vacuumed. Even the ceiling fan had been dusted. "What have you been doing all day? I thought you were going to view those encyclopedia CD's."

Vision reduced the heat before turning to face her. "And so I did. Hours ago. I've also read every piece of literature in your dwelling before turning on the television and familiarizing myself with your entertainment medium. Humans buy and sell a great deal of superfluous goods."

"No kidding," having gotten over her astonishment, Pepper opened the refrigerator in search of a beverage and was surprised to find he'd also made a salad. Settling on a bottled water she closed the door and leaned against it. "What's with the apron, 'dear'?"

"Oh." Vision did not seem the least bit embarrassed about his feminine attire. "I was watching TV Land. Situational comedies have evolved quite a bit in a relatively short about of time." He waved her towards a chair and reached into the fridge for a package of pork chops. "I wanted to thank you for your hospitality by cleaning your domicile and cooking you something to eat. My organs are all synthetic and I get most of my energy from the sun but I can also absorb nutrients from food if need be. I thought you might like some company while you dine."

"That doesn't entirely explain the frilly apron, but I'll let it slide." She allowed her house guest to serve them both some salad and when the oven timer buzzed she was surprised to find potatoes Au gratin inside, along with a large foil pack of steamed vegetables. She found serving dishes for both, narrowing avoiding a burn and set the side dishes onto the table. The homey atmosphere reminded her for a moment of when her parents were married but she ruthlessly suppressed the memory before she did something abysmally stupid like cry. Wow, that apron was very Donna Reed. And she shouldn't even know who Donna Reed was. Perhaps this was the android's attempt at humor? Whatever, as long as he didn't leave the house like that. Actually, as long as he didn't leave the house at all.

"Hey, um, Vision. Calling you 'Vision' seems kinda awkward, no offense, because it's not an Earth name."

The android in human form served both their plates and proceeded to cut Pepper's meat up for her. "It is my name. But it is only a name. I'll accept an Earth name of your choice if it pleases you."

The conversation seemed awkward and stilted; Vision because he had little to no socialization experience and Pepper seemed to have temporarily forgotten hers. She wished he'd chosen to look like anyone else but Gene Khan yet at the same time she found a strange comfort in that form, as if she'd willed this new Gene into being and he was kinder and nicer than the original. But was that fair to Vision? How could one really be unfair to a machine? But he was a person, sort of, and it didn't seem fair to turn him into her version of a perfect guy. Not that Gene was perfect. He was as flawed as he was beautiful to look at and it still grieved her she might never see the original Gene again. But for now, if she couldn't be Gene's friend, she could be Vision's friend. He deserved that. He was trying so hard to be nice to her and fit in.

"Um, what about Victor? Victor's a good name and it's close enough to your real name that you can answer to it. Victor Jonas. You can be an exchange student. From England. Just watch the BBC for a bit and you'll get the idea in no time. Ooh! Watch Doctor Who! You'd _so _make a cool David Tennant."

Vision considered her words carefully but it was hard for her to read his expression. "Victor Jonas is acceptable. Now eat your food before it gets cold."

Pepper was half expecting him to feed her as well but she began to eat, careful to use the table manners her parents had taught her. Can't be a pig when she had to teach an alien about Earth customs, right?

"Delicious!"

"Thank you."

"Really, thanks...Victor. You can cook for me the rest of my life!"

The android paused in consuming his own meal. "If I am allowed to, I would be delighted, Pepper."

_Oh, yeah. That whole mission thing. Did his alien planet have some sort of non-interference directive, like in science fiction? Not that that ever stopped The Doctor. Or Kirk. I mean, he's not here to just wait on me hand and foot, although that's nice. I should do something nice for him, take him somewhere. Not school. Rhodey wouldn't approve. And Tony would try to dismantle him. That might kill him! I don't want him to die, he needs me. Has anyone ever really needed me before? I'll be a good friend to him I promise. I'll listen to him talk about his problems and we'll have fun and hang out and-_

"Pepper?"

The redhead shook herself out of her reverie, flustered at being caught daydreaming. She finished her meal and began gathering the plates, shaking her head when the newly christened Victor rose to help her. She scraped the dishes into the disposal and then loaded them all into the sparking clean dishwasher, pressing the button.

"Sorry, off in my own little world. I tend to daydream, don't know if androids do that or not. Do you really dream of electric sheep?"

Vision blinked. "I beg your pardon?"

Pepper waved her hands frantically. "Uh...no! Nothing! Earth joke, eh heh heh heh heh heh...I'm gonna go take a shower. You stay here and watch the BBC. It's channel one."

The young girl raced up the stairs to her bedroom. Her usual glibness had been stolen by a new uncertainty as to where her place in the world was now. What was an ex-groupie/sidekick to do?

Vision finished tidying and sat down to watch television. Halfway through the program, the phone rang and as curious as he was, he decided not to answer it. Pepper would not approve. She seemed convinced she would get in trouble with her parent or companions if he was discovered. He decided instead to watch the strange little man in the blue box.

* * *

The first day of the State Championship Playoff game was clear and cold, the typical January gray sky temporarily banished as the Tomorrow Academy Owls prepared against the Brooklyn Science Ragers. The Tomorrow Academy students, as the hosting team, was allowed in the gym an hour before the opposition. The players milled through the crowds and chatted with giggling cheerleaders. Happy was regaling Wanda with his stint as Iron Man.

"And then the _ninjas _showed up! So I beat them up! And then there was the bomb...oh man. The robot said if it went off, it could crack the Earth in half! So I beat _it _up too!"

Maximoff transformed from bored beyond belief to very very interested in what Hogan had to say in less than a second. "Robot? What robot?"

"Dude! Iron Man. Iron Man is a _robot. _From the future. But...he blew up. The original Iron Man. My best bud. There's a new robot now but it's just not the same."

"I _love _robots," Wanda purred and patted the seat next to her. "I know you don't have long before the game starts but...tell me all about the Iron Man robot."

Happy Hogan accepted the seat eagerly and told his suddenly riveted companion about how his robot friend sacrificed itself for the city.

"So much heart. You wouldn't believe..."

* * *

"Hey! Pepper Potts, right? We have science class together."

Wow. This was so unlike her. She was seriously slipping if she missed the blond giant's entrance. How did someone that huge walk so quietly?

"Yeah. That's me." Pepper told him softly and turned her gaze back to the court.

He pointed to the bleacher beside her. "This seat taken? Mind if I join you?"

Now stuff like this was why she actually liked Happy Hogan. Although not the brightest Happy was nice to everyone and did his best to be friendly, even if he came across as obnoxious he meant well. Very much against the arrogant jock stereotype. Don seemed the same way. The request wasn't an excuse to flirt with her; she stared up into his face and saw his eyes were kind, if questioning. Was it so obvious that she was depressed even strangers pitied her? Well, she didn't need it. She was fine. If by "fine" you meant having an alien synthezoid living with her that she didn't think she was smart enough or good enough to help. Or perhaps you meant being too afraid to tell Tony and Rhodey for fear they'd turn Vision in. Or to have them find out that she was letting V masquerade as Gene because she was still carrying a torch for the big smug jerk. If that was your definition, she was super. Thanks for asking.

She also saw an intense intelligence in those eyes. Don Blake was pretty sharp and observant and she'd bet he missed nothing. Pepper knew she'd have to be careful around anyone with eyes like that; she had far too many secrets that could be exposed.

The two of them sat in uncomfortable silence, Pepper fidgeting to the point her foot almost hit the person sitting in front of her right in the head. Pepper noticed Don's longing gaze on the court and thought she finally had an opening for conversation. "You must miss it, don't you?" His gaze focused on her and she flushed uncomfortably. "I mean, I'm not sure you played basketball or football or baseball but you know, being an athlete and then suddenly not being one and...ignore me, I'm just going to sit here and try to dig my foot out of my mouth." Pepper folded her hands in her lap and studied her knees as if they were the most important thing on earth.

"Football, if you want to know. Yeah, I miss it. But it's no big deal. Actually, it's given me inspiration. So I can't get a Super Bowl ring. So what? I'm thinking of going into medicine. Maybe even specialize in sports medicine. Just because one dream dies doesn't mean you can't have another one."

"Really? That's awesome!" She was gratified to hear of such an inspiration. Hanging out with Tony and Rhodey made her forget ordinary people could be heroes in their own way. Pepper gushed at a suddenly uncomfortable Don. "Doctors have longer careers anyway! Me, I wanna join SHIELD. So I can arrest international criminals. And get a jet pack."

The blond giant listened halfheartedly to the redhead's deep love of jet packs and vowed to be more discriminating about who he chose to try and cheer up.

"So. This seat taken?"

Tony slid into the coveted spot next to Wanda not ten seconds after Happy vacated it for his pregame warm-up. The stunning brunette didn't seem any more receptive to his clumsy attempts at flirting than she had when they first met. But she wasn't moving or asking him to leave so he decided to turn on his snarky charm.

"Whee. Basketball. Not exactly my idea of fun. Rhodey and Pepper usually drag me to these things. I honestly don't see the point of watching guys run up and down the court for two hours when we could be doing something more productive with our time. Like watching filmstrips. About sea cucumbers. Or metal shop. Anything."

"Come on now, Tony," Wanda chided him without ever turning her eyes away from the court. "This isn't about school spirit or athletics. This is about _getting out of class._"

Stark sat up and gazed upon the basketball team in mock wonder. "You're right! Suddenly the gym looks shiny and new!"

The girl chuckled softly and Tony smiled, encouraged by the sound. "You know, some of us eat lunch on the roof and I was wondering-"

"Hey. What do you know about Iron Man? Happy Hogan _claims _he's really a robot. Is that true?"

Wanda was finally giving him her full attention. To ask about Iron Man, his metallic alter ego. Well, great. So much for girls liking him for himself. He should have known Rhodey made that up. Well, why not? He'd saved the world ten times over, why not make the suit work for him?

"Well, actually-" he began but she cut him off. "I love robots. The technology used to create them, like William Blake's 'The Tiger'. Machines as works of art. Stunning." She gave him a smile that made his spine melt. "I would _love _to meet an AI capable of combat like what I've seen Iron Man do."

Man. He told Rhodey creating an Iron Man YouTube channel was a good idea. "Well, if you want to meet Iron Man. I can arrange it."

_That _got her. "Really? When?"

"Well, tonight if you like. We could see a movie, maybe grab a bite to eat and then I can introduce you to-"

His words cut off as a sonic boom shook the gymnasium and bits of wood rained down from the rafters. Students panicked and raced about in an effort to escape.

"I have to-" Tony started.

"I think I need to-" Wanda blurted.

"Use the bathroom!" they said as one and ignoring everything but the danger sprinted in opposite directions.

Don Blake leapt up and pulled Pepper from her seat with the ease of lifting a kitten. Setting her down he pushed the girl gently in the direction of the exits. "Go! Hurry!"

The redhead instinctively obeyed, looking over her shoulder once to ask, "But what about-"

"I'm not helpless! Run! I'll call 911!"

Pepper jogged backwards and watched as Don fled the gymnasium, gathering a faltering teen or two as he ran. When he did so she noticed he didn't move like a disabled person.

Not at all.


	3. Chapter 3

_Author's Note: This may be the last update for awhile. The story is actually complete, I'm just waiting to get chapter four back from my Betas. It's a long chapter so I hope you'll be patient. Hopefully it'll be worth the wait. Thanks once again to AutobotGirl and Miles333!_

**Puniatores, Congregate!**

**Chapter Three**

The two creatures looked similar to the ones fought by Iron Man and War Machine the day before. Except that they were even uglier, if that were possible. Putrid animal skins and brown stains that looked suspiciously like blood clung to their gnarled bodies. Together they ripped half the roof off the gymnasium as the remaining students screamed and milled about like ants.

And they were almost stomped like ants for their trouble. Iron Man was torn between rescuing the stragglers or attacking the monsters. War Machine solved his dilemma by surging forward and firing upon the frost giants before they could bring the rest of the building down.

"What took you so long?" Tony's voice crackled over the comm system.

"I was trying to get Whitney out but couldn't find her. Now can we cut the snappy dialogue and kick some bad guy butt?"

"Sure. Hey, if she's still around, Whitney can witness you being all heroic and stuff!"

"Very funny, Tony. Now shut up."

Now united, the two friends concentrated their attention on the giant's eyes. The building shook with the force of the blows but didn't collapse, much to their surprise. The Jotunn swung wildly, launching great handfuls of lights at the heroes but mysteriously missing. Moreover, the falling debris seemed to just miss bystanders.

"Hey, Tony, did you see-"

"Yeah. Just keep firing!"

The smaller of the two giants fell to its knees, clawing at its injured face. The larger one roared in anger and doubled its attacks, fists larger than an SUV flying at Iron Man and War Machine and connecting. Though only a glancing blow, the impact was enough to stagger them even in mid-air.

Tony panted. The cheerful female computer voice chirped at him.

"Shields holding at seventy-five percent. Armor integrity damaged. User vital signs fluctuating. Suggest immediate withdrawal".

"Not gonna happen," he told it grimly and fired a repulsor beam from his chest at his opponents. Rhodey joined in with his rockets.

"Wrap it up, Tony! Before there's casualties!"

* * *

All but forgotten, Pepper swayed on her feet, keeping her balance with difficulty. She cursed herself for being stupid enough to stay behind and gape at the fight when she should have been running for her life. Well, it wasn't too late to chicken out. The red haired teen ran towards the nearest exit, tripping over something as she did so.

"Ow! Watch it, Potts!"

"Whitney?" Pepper stared at the other girl, incredulous. "What are you still doing in here? Why didn't you get out?"

The younger Stane lay prone on the floor, her left ankle twisted at an odd angle. "I stayed to watch the fight and fell. And me, a martial artist! Stupid, huh?"

"No one's perfect." It wasn't up to Pepper to pass judgment on someone else for doing something she had done. Even if it _was_ Whitney. Her natural compassion took over and she helped Whitney get to her feet despite herself. Slinging the other girl's arm around her neck she began to hobble towards the exit.

"Why are you...helping me?" Whitney gasped as the pain made her leg throb. "You don't even...like me."

"Irrelevant." Pepper grunted, pleased that her voice sounded as professional as a real SHIELD agent. "You're hurt. Besides, everyone gets out on my watch. No man or woman left behind."

The blonde allowed herself a small, grim smile. "You're weird, Potts."

"That's what my dad says."

Pepper saw a flash of red and gold fighting the invaders and for once she ignored it, even as Whitney twisted her head to see. Iron Man could do without his number one fan girl for once. This time, Pepper was going to do something heroically unselfish. Even if it _was _Whitney Stane. Rhodey _better _appreciate this.

The tattered remains of the roof could no longer take the external stress and collapsed. Pepper dropped Whitney. The injured girl winced as she fell and then grunted as Pepper threw herself on top of the other girl to protect the blonde from the worst of the debris. Splinters of wood rained down, cutting Pepper's back and legs before the corner of the scoreboard knocked her in the head.

As she began to lose consciousness, Pepper thought she saw a red blur and heard a female voice. A paramedic, no doubt. _Great. Some hero I am. Sorry, Whitney._

* * *

"Shields down to twenty percent. Armor integrity in jeopardy."

"Quit reminding me!"

"Tony! As far as I can tell, everyone's out! We may have to cut our losses this time!"

"No! We-"

A flash of blond hair and metal zoomed between them. The figure was dressed in a mail shirt over leather, its face obscured by a helmet with a mask guard hiding the face. It raised a huge metal hammer and knocked the fallen frost giant fifty feet in the air. He then delivered a blow to its companion's stomach and then its knees. Metal hit bone with a sickening crunch before the muscular...Tony assumed it was a man...shattered the monster's nose with a squelch. He then knocked his injured foe into the air before disappearing after it.

The two armored teens looked at each other in astonishment.

"Think he was on our side?" Tony flew to a higher elevation and scanned the skies for their "rescuer".

"Who cares?" Rhodey began scanning the now destroyed gym for bodies under the rubble.

"Scanning in progress." Really, did the computer voice have to sound so cheerful? "Ninety percent complete. No human remains detected." Rhodey nearly heaved a sigh of relief when the computer chimed a warning. "Alert. Human life signs emanating from debris. Serious but not fatal wounds detected."

War Machine cut his boot jets and headed down to ground level. There he saw the new girl, Wanda, frantically digging through the large splinters that used to be the gym's roof. She heard him approach and yelled, "Come help me! There's people under here!"

Rhodey strode forward and used his sensors to locate the life signs. Moving aside a heavy pile of rags, he discovered Whitney, scratched and bruised and shivering.

"Whitney?" he blurted out before thinking about it. "I mean...Miss Stane? Are you all right? Can you move?"

Wanda helped the shell shocked girl to her feet. Whitney leaned against the brunette and pleaded with War Machine. "P-Pepper. She helped me. Please, save her."

She pointed to what Rhodey had thought to be rags but was in fact the tattered remains of his friend's clothing wrapped around her injured form. She lay inert, still curled into a protective posture, hands curled as if shielding someone.

"Pepper!" Without caring if the two young women figured out who he was, he gently gathered his fallen friend into his arms like a loving parent and raced to the nurses office, leaving Wanda and Whitney to awkwardly make their way through the obstacle course of wreckage like the entrants of a three-legged race.

* * *

"Hey there. Welcome back from Niflheim."

The fluorescent lights were much too bright for Pepper's sensitive eyes. She vowed she'd lobby for the new energy efficient low wattage ones as soon as she was more herself. Whenever that may be. Lately Pepper seemed to be drifting farther and farther from what she thought of as "self". "Spunky girl sidekick" really wasn't cutting it any more. "Innocent bystander" or "collateral damage" might be more appropriate now. Maybe she should try "disinterested observer" next.

She frowned and focused on the person who spoke. Wanda Maximoff. The object of Tony's...desire? Affection? The knowledge that Tony was chasing after the new girl didn't hurt like she expected it to. Huh. Perhaps she was finally getting over him.

"Nibelheim?" Pepper blinked, confused.

"Niflheim. The land of the dead in Norse mythology." The brunette laughed a bit awkwardly. "My friend, Don, his family's Scandinavian. He loves that kind of stuff."

Pepper gingerly pulled herself into a sitting position. She was bandaged in several places but curiously, no deep wounds or broken bones. Her head throbbed a bit but there was no dizziness or blurred vision. That meant no concussion, according to the medical journals she read. If anything, her injuries were slight compared to what they should have been. She'd been amazingly lucky. So she wasn't permanently injured, despite a lingering feeling of being stepped on by a stegosaurus. In cleats. She looked at Wanda and found the teen shied away from her gaze as if guilty. _Now why would she do that?_

"Maybe we should introduce him to Rhodey. He's more into history but I bet mythology would interest him too."

Whitney Stane hobbled into view, supported by crutches. She looked as if she'd had the benefit of makeup, a comb and a mirror so she didn't look like the train wreck Pepper knew _she_ resembled despite the blonde's bandaged head and ankle. She smiled wanly at the red haired girl and her eyes held a look of...gratitude? From _Whitney Stane_? Forget 2012, the world was ending _now. _

Wanda helped Whitney onto the bed so she could sit beside Pepper and sat again in the chair opposite them. There was that strangely guilty look again. What exactly had happened while she was unconscious?

"I'm...sorry," the new girl flushed and did her best to look at anything but Pepper's face.

The jealous immature part of Pepper longed to make a witty retort but she restrained it. Either she was growing up or she was just too damn tired. "For what? You didn't do anything wrong."

"You dug us out." Whitney reminded her.

Maximoff idly twisted a rune stone bracelet. Well, yes. But..." she sighed and then confessed; "I was watching Iron Man and that friend of his battle those monsters. Happy Hogan told me Iron Man was a robot and I wanted to see for myself if it were true. I was so focused on the fight I didn't see you guys getting hurt until it was almost too late."

Wanda's sherry brown eyes glistened and Pepper thought she was about to cry but the brunette rallied. "Anyway, I just wanted to say I'm sorry I didn't help you sooner."

Something in her eyes told the redhead there was more to the story but she decided to let it go. Wanda did help them when it would have been more prudent for her to run. She wasn't at the school to "steal" Tony (can't steal the willing after all), she was just a new girl who was unsure of her place in the food chain and was surrounded by hostile girls convinced the attractive transfer student was after their boyfriends.

Without realizing why she was doing it, Pepper reached out and patted the other girl's hand. Whitney was silently observing this exchange and it was kinda creeping Pepper out. Whitney nearly always had a sarcastic comment to make. Maybe _she _had a concussion.

"Hey, don't sweat it. You helped us, didn't you? That's all that matters. You helped get us out of there while the guys in armor were duking it out. That's just as heroic in my book." Wanda started to give her a relieved smile until Pepper continued, "That still doesn't excuse the fact you shouldn't have stuck around to watch the fight, but I'll let it slide."

The Romany girl laughed at that, sounding both relieved and amused. "Your generosity underwhelms me, Pepper Potts." She rose gracefully to her feet and reached for the doorknob. "I'll leave you guys to catch up. Don and I can give you a ride home if interested."

Whitney Stane raised a hand. "My dad is sending a limo, but thanks."

Pepper frowned and then looked up at Wanda. "Mind if I think it over?"

"Sure. Bye for now!"

The brunette gently closed the door behind her, leaving an awkward silence. Pepper fiddled with her bandaged hands while Whitney stared at the ceiling. The blonde broke the silence first.

"Wonder why she left like that."

The redhead shrugged. "I guess she was under the impression we were friends or something and wanted to leave us alone for female bonding time."

It was a weak joke but Stane laughed anyway. "Gee, she must not be paying attention."

Pepper tried to chuckle but it sounded forced. She and Whitney had nothing to talk about. They had nothing in common besides a shared dislike and their friendship with Tony.

The younger Stane studied her ruined manicure as if seeking the secrets of the universe. "You seem...okay. Why _aren't_ we friends?" She frowned as if trying to remember their past and Potts tensed for a moment, fearing the other girl would remember being Madame Masque or the stupid fight they had in science class. The day Gene had...no, she wasn't thinking of him. No. Never again.

Pepper hoped Whitney would settle for a half-truth. "In a way...you could say it's Tony's fault."

The blonde snorted, the sound almost ladylike. "Tony? Ugh...all he does is drool over Wanda all day. And she doesn't even know he's alive!"

The redhead smiled, for real this time. "She's nicer than I'd thought she'd be. She seems to have a thing for robots though."

The two girls shuddered together and Whitney made a disgusted face. "Ugh. Flesh and blood guys for me."

"Me too." _Well, maybe Vision. Maybe. We don't exactly have a well-defined relationship. _Pepper thought for a minute. She doubted her friend would thank her for her interference but it was worth a try. "Forget about Tony. Sure, he's cute and rich but who cares? He's always taking off on his own. Now Rhodey, he's different. He smart, sweet, resourceful. Reliable, but not boring and loyal to those who deserve it."

Whitney raised a brow and turned to look at her. The freckle faced teen seemed open and honest and the blonde could find no artifice or manipulation in her eyes. That alone made her better than any of the kids of her dad's Society friends. They were all obsessed with the Fortune 500 and spending their trust funds. Only Tony had been different but he was...elusive. And uninterested in anything besides friendship. To be perfectly honest, he was a...

"Dork."

Pepper blinked. "You mean me?"

Whitney started, unaware that she had spoken the word aloud. "Oh...uh...no! I meant Tony. Like you said, he's cute and all but kinda...flighty? I don't know." Her smile was a bit sly. "And if Rhodey is so great, why do you date him?"

The atomic fireball laughed and regretted it as it seemed to irritate her wounds. "No way! Rhodey's like a big brother to me. Always there and kind but...ew. He's a great guy and he likes...girls like you."

"Ah." Whitney caught on quickly, as Pepper had wanted her to. "I'll keep that in mind."

They sat in silence for a few more minutes but the atmosphere wasn't hostile or uncomfortable like it could have been. The blonde smiled with genuine feeling. "Thanks."

The redhead was confused. "For saving my life. You could have died, for someone not only do you barely know, but who hasn't been all that nice to you."

It was on the tip of Pepper's tongue to remind Whitney they'd known each other for three months but she didn't feel like bringing up all the hostility they'd had towards each other over an oblivious dork like Tony Stark. She was beginning to think she's wasted twelve weeks of her life being hung up on him.

"It's OK. It's not like I could have left you even if we weren't friends. But we could be."

Now it was Whitney's turn to be confused. "What?"

Pepper shrugged. It was worth a shot and she'd regret it later if she never tried. "Why don't we just put the past behind us and maybe...be friends?" The redhead felt a strong sense of deja vu but this was different than Gene. Whitney wasn't nearly as good a liar.

Whitney took only a minute to think it over. "You know, I think I'd like that. We could try it."

"Great!" The two girls shook solemnly then giggled like the carefree teens they wished they were.

"But you're right. Tony's a dork. And occasionally jerky. And a slob! Have you seen his room? I mean, shouldn't a genius have a robot butler or something?"

Whitney laughed. "Yeah. He could name it Jarvis and it'd clean and dust while he was at school."

"He could give it an English accent! Like Mister Belvedere! It could serve him breakfast in bed or tea and crumpets!"

"What's a crumpet?"

"I dunno, it sounded like a rich person's food."

"Uh...no. Maybe that's just English rich people."

"Yeah."

"Maybe he could program it with a datebook so he could actually show up places on time."

"He could make it look like him and attend classes so he wouldn't have all those tardies."

"Right and it'd recite poetry and annoy the professors, just like he does!"

The two girls continued with suggestions, each one more absurd than the last one until they heard a polite knock at the door.

"Come in."

Tony and Rhodey entered the room, their body language and expressions cautiously polite. The newly minted friends goggled at them for a minute then exploded into laughter.

James Rhodes had the feeling the world had ended and someone forgot to send him a memo. "Did we miss something?"

"Noooothing." the girls chorused and laughed again.

Stark rubbed the back of his head as he did when nervous. "Um...Whitney? Your dad is here."

Whitney was so busy laughing at her male friends she didn't even noticed her father's silent presence. That explained why the boys were walking on eggshells. Obadiah Stane quietly followed the teenagers into the nurse's office. His eyes lit upon his daughter and he face relaxed slightly with relief. "Hello, Whitney. I'm...pleased to see you're all right."

The blonde smiled warmly at her father. Stane seemed taken aback. He'd clearly been unsure of his welcome in "enemy territory". After her mysterious illness that neither her father or Tony wanted to talk about, there had been an unspoken truce between her only friend and her dad.

"Hello, Daddy." She nodded at Pepper, who managed a halfhearted wave in Obadiah's general direction. "Thank Pepper for that. She shielded me from the worst of it. She's my hero!"

Stane gave the redhead his full attention and Pepper really wished he hadn't. "Miss Potts. Of course. You were at my daughter's side in the hospital suite as well. Thank you for saving Whitney's life."

"No...problem?" Pepper answered hesitantly but his attention was already back on Whitney. "Come along, Whitney. I've called ahead to have Ms. Gruen draw you a bath and Doctor Holmes will meet us at the penthouse."

"Bye, Pepper," Whitney waved and got to her feet unassisted and gave Tony an amused smirk he couldn't interpret. Rhodey politely held open the door while Stane offered his daughter the use of his arm and accepting, she left with him. At the last moment Obadiah turned towards the trio as if he wished to say more but then thought the better of it. "Well, good evening," he said at last and left.

There was a collective sigh of relief and then Rhodey began; "Well, that was surreal. Stane was polite and you and Whitney were getting along, even, dare I say it? Friendly."

Tony gave her a teasing smile. "Is it a full moon, the medication? Did your star signs cross?"

"Nope. Whitney and I bonded."

Rhodey's eyebrows shot up with pleased surprise. He was glad that Pepper was trying to make female friends and if she and Whitney got along she wouldn't be up in arms if he asked the blonde out. "That's great!"

"Over what a colossal dork Tony is and why it was silly to be mad at each other over him!" Pepper's expression was that of cheerful scorn. "Oh and by the way? The next time Iron Man and War Machine fight a couple of giant monsters, maybe it would be a good idea to lead them _away _from the school? You know, before it destroys the ten million dollar gym?"

The two boys looked at each other in amazement. "I thought lecturing me about my bad behavior was your department." Stark told Rhodes. Pepper's little revelation stunned him. He was a dork? Why hadn't anyone told him? He found himself oddly disappointed both girls seemed "over" him. Though he had no romantic attachment towards Pepper, he did enjoy basking in the glow of her adoration and now found himself oddly bereft. Rhodey was right. Tony _was _arrogant.

"Well, now that I have my own armor, maybe Pepper can take over my spot in the armory." Rhodey didn't mind a good-natured ribbing from Pepper if it meant he didn't have to see the depressed shadow of herself she'd been lately.

Taking his cue from his best friend Tony rolled his eyes dramatically and said, "Come on, Rhodey. We know when we're not wanted."

They turned to leave and Rhodey turned over his shoulder and told her, "We're gonna pick up all your homework for you. Meet you out front when you're ready. My mom can drop you off or you can stay with us while your dad is on assignment."

"Thanks, Rhodey. Later!"

* * *

Pepper Potts decided to give her two best friends enough time to stew in their own juices (that was a weird mental image), before letting them off the hook. Twenty minutes ought to do it. She sat and contemplated the new friendship she was forging with Whitney and vowed she'd be cautious. She would be careful how much information she gave the other girl so nothing she said could be used against Iron Man or War Machine. No sleepovers at the Stane house; her dad was still a creep. Her place was out; too middle class for Whitney's taste she imagined. That left hanging out at the mall, a nice neutral ground. And there was always plenty to talk about when clothes and shoes were involved or they could see a movie. There, problem solved before anyone but her realized there was one.

Congratulating herself on her new self-awareness, she slowly got to her feet and cautiously moved her arms and legs to make sure she could walk without pain. It was truly amazing. Logically, she should very well be dead. Or in a coma. It seemed as if someone had been watching over her and this time it wasn't the goofballs in armor. The odds had been strangely in her favor. Satisfied with her range of movement, she opened the door and went in search of her friends.

* * *

Which proved harder than she thought. Seriously, the school was mostly empty, even most of the professors were gone. Where were those guys? Had they left without her? If that were true, they were _so_ going to get texted to death when she got home. Jerks.

She was about to head out the front door when she thought of the roof. That was the most logical place. It was where they always went when they didn't want to be overheard. She decided she would sneak up there and scare the living daylights out of them.

Whoever had said eavesdroppers never heard good of themselves was right, because she heard her name as soon as she neared the top of the stairs. Trying not to alert them to her presence, she waited quietly and listened.

"Pepper..."

"Weak."

"...tired of..."

"can't protect her forever."

"...rescuing her all the time."

"dead weight."

"Team Iron Man."

"useless."

"doesn't need."

"...sit down and have a long talk with her."

"...once she's better."

"she'll understand."

"want what's best for her."

"...better for everyone that way."

Well, she'd heard enough. She was the dead weight on Team Iron Man? Fine. She knew that. In the secret part of her heart that she kept from everyone, she knew she was useless. She couldn't protect herself, so she was always the damsel in distress. Really, she was so pathetic even the cold-hearted Mandarin pitied her enough to save her from the Maggia and spare her when he shot her friends. Or perhaps it was just because he didn't consider her to be a threat. Well, then. That was fine. She was making new connections with Wanda, Whitney, and maybe Don and Vision too. She'd sign up for martial arts and train herself until her friends didn't consider her useless.

Quietly, she backed down the stairs, careful not to make a sound. Once down she ran as fast as her wounds would allow her and burst out the front door nearly panting. Don Blake and Wanda were waiting for her, looking up in surprise at her red face and puffy eyes.

Pepper put on a brave face and smiled at them. They must have known she'd been crying and she found she didn't care. "Hey. Does that offer for a ride home still stand?"

* * *

Rhodey sat in his usual spot on the roof, checking his watch and tapping his foot idly. Tony paced, full of nervous energy and he kept looking at his POD in the hopes Pepper had tried to text him. If the situation wasn't so serious he would have laughed at the irony of the boy inventor _wanting _to find the usual ten text messages from her.

"Shouldn't she have been here by now?"

"Tony, she was so wrapped in bandages she looked mummified."

Stark started towards the stairs. "Maybe she's having trouble making it up here. Maybe she didn't figure out we'd be here and left. Maybe..."

"Relax. You're starting to sound like her." Tony scowled and resumed pacing.

"Rhodey, I've been thinking."

"I'll alert the media."

"I'm serious. Jerk. It's about Pepper. Did you notice how weak and tired she looked?"

"In case it escaped your notice, genius, a building fell on her."

"No kidding. She could have died. It reminded me that we can't protect her forever." Tony grew even more agitated when he thought of Pepper's bright little light being snuffed out forever. Life was so fragile and he had to stop treating it like a game.

Rhodey wondered if his friend knew he was being especially jumpy today. "Pepper may seem like a spazz, but she's really very proud. It must gall her to have us rescuing her all the time."

This clearly had occurred to Tony. "Yeah, that's why I've been thinking of making her something special. Something that won't make her feel like she's dead weight and help make her feel like a full part of Team Iron Man."

Rhodey's mind shuddered with the implications of the hyperactive redhead flying around New York. "No weapons though. Strictly defensive. The weapons system should be completely useless."

"Agreed. Pepper with weapons scares me more that Mister Fix, AIM, and the Maggia combined."

"Besides, she'd feel horrible if she seriously hurt someone, even a villain. She's been through enough without bogging her down with guilt she doesn't need."

Tony nodded, rubbing his face thoughtfully. "I'll get some specs drawn up. Then we'll sit down with Pepper and have a long talk with her to see what designs she likes."

"Yeah, once she's better. Then maybe she'll understand how much she means to us and forget about what Gene did."

"Right, and Pepper will know how much we love her...like a sister...and that we only want what's best for her."

"Right, a sister. And if she has a purely defensive suit, she'll be safe from villains trying to kidnap her and even save lives on her own. It'd be better for everyone that way."

The decision made, Rhodey stood up and thought he heard the soft scrape of rubber soles on the metal steps. "Did you hear something, Tony?"

The other boy strained to hear. "That almost sounded like Pepper's shoes."

"How much do you think she heard?"

"Not enough to ruin the surprise I hope."

"Remember, if she tries to ask us about it, pretend you don't know anything."

* * *

The ride to Pepper's house was uneventful and her Samaritans were surprised at how quiet she was but chalked it up to shock and exhaustion. After turning down their offers to stay with her she said her goodbyes, exchanged numbers, and hurried inside. Once she was inside and the door locked behind her, she gave in to the luxury of tears.

Vision roused himself from the couch. He was in his natural form that day and his welcome home greeting died on his lips once he saw the look on her face. Wordlessly he scooped her up and carried her into her bedroom where he removed her shoes and tucked her into bed. She clung to him and wept and he held her, rocking her gently and singing a human song he'd heard on television. Slowly, the story of her injuries came out and her subsequent dismissal by her friends as "dead weight".

She finished and wiped her eyes, giving her housemate a watery smile. "Um...Victor?"

He looked down at her, smiling slightly. Her emotions were so complex, so snarled, and he hoped there was a way to help her. "What can I do for you, Pepper?"

She licked her lips nervously, realizing what she was about to say would sound crazy to anyone but him. "Could you...turn back in to Gene and hold me? Just until I fall asleep?" She interrupted before he could speak. "Yeah, I know. It's weird, especially when I told you it bothered me but...I just need the illusion that someone cares."

Sadness. She was sad. And lonely. Very well. His physical appearance meant less than nothing, especially after knowing looking like her estranged friend could help Pepper feel better. Vision felt a rush of anger at the callous treatment of her friends but that just meant she could spend more time with him. He felt oddly possessive of her after only a few days even if he had no right to.

A flash and he was Gene Khan again. He got into bed beside her and held her. Pepper cuddled up against him, her head against his chest. "You have a heartbeat."

"Yes," he smoothed her red hair with his hands and wrapped his arms around her to make her feel more secure. "I have all the organs you do, they are merely synthetic."

"Oh. OK."

Pepper laughed bitterly. "Some teacher I am. I'm supposed to be teaching you all about humanity and what it's like to be one, the meaning of our existence. Sorry, you keep seeing me at my worst."

Television had taught the android more that she had. The media contained the best and worst her species had to offer, from PBS to reality programming and everything in between.

They lay together for an unmeasured about of time. Vision could feel her relax against him as her heartbeat and breathing slowed. He glanced down at her. Pepper's heavy lidded eyes fluttered up at him and she returned his gaze. "Vision?"

"Yes?"

" 'The Thong Song' is not a lullaby. Just so you know."

"I shall remember."

"Good night, Vision."

"Good night, Pepper."

Reassured, the redhead fell asleep in the alien synthezoid's arms and slept as she hadn't for weeks.

_Yes yes yes...I know the old "overhear a conversation and get it all wrong" is a cliche but if we want to be honest, so is a lot of teen programming. Please forgive me._

_Looking at the traffic for this fic I'm surprised. A special thank you not only to my US readers but Australia, the UK, Canada, Argentina, and Poland!  
_


	4. Chapter 4

_Author's Note:__ I must apologize to my Betas for not waiting for them to read this before posting. I'm really, really sorry. I just can't wait. But that's fine, that just means you don't have to read the longest chapter! You can skip it and read chapter five!_

*Loosens collar with a nervous chuckle*

_This is a long one and will have to tide you over for at least a week._

**Puniatores, Congregate!**

**Chapter Four**

Pepper didn't come to school the next day.

This didn't really surprise Tony or Rhodey. She was pretty battered and it was only natural that the usually unflappable redhead would want some time off. After three days and still no Pepper, her two friends began to worry.

"This is bizarre," muttered Tony to Rhodey during science class. "She hasn't even texted me in three days. That's not like her."

Rhodey frowned as he surreptitiously checked his messages. "Yeah, me either. I mean, I can understand how she'd be mad at you..."

"Hey!"

Rhodey continued as if he hadn't heard, "...but why would she be mad at me?"

Tony thought about it, pretending to be attentive when Professor Klein glanced in their direction. The Science teacher seemed almost disappointed that the boy genius had ceased his constant interruptions; he'd even cut down on his bathroom breaks.

Rhodey patted his book bag. "Well, her homework is starting to pile up. We'll head over to her house after school."

The bell rang and they rose as one and exited the room.

"There'll be a test Friday on fission!" Professor Klein called out after them, automatically handing Rhodey Pepper's assignments. They left together and headed towards the front entrance.

They were met at the door by Wanda and Don. Wanda's face hovered between guilt and speculation; the expression of someone who had horrible news to impart and was unsure of the receiver's reaction.

"Hey, Tony," the brunette smiled at him warily. Don's expression wasn't nearly as friendly. He looked like, and it chilled Rhodey to see it; he looked much like the black boy did when he looked at anyone he thought would hurt Tony; suspicious and protective.

The huge blond held out his hand. "Pepper asked us to pick up her schoolwork for her."

Rhodey instinctively held on to his book bag a little tighter. Tony found it secretly amusing his best friend was acting so possessive over a bunch of papers but he figured Rhodey wanted to check on Pepper more than anything.

"Actually, we were planning on going to see her, so it's on our way." The way the huge blond was glaring down at them made Tony nervous, as if he'd done something wrong. Somehow he knew it involved Pepper, but he couldn't quite figure out why. The only thing he could thing of...right. The fight in the gym. It was stupid of him and Rhodey not to try and lure the giants away from the school but he'd been too concerned with beating them up and getting it over with. Pepper and Whitney had been hurt. The conversation on the roof. She hadn't _seemed _mad at the time and hadn't stuck around to chat but then maybe her anger was simmering beneath the surface waiting to explode, like that time in science class. If so, if Pepper was blowing him off and ignoring him _and _Rhodey, then, they deserved it.

Guilt won over and Wanda dug her cell phone out of her pocket and showed it to Tony. "She sent me a text message," she informed him apologetically and handed him the device so he could read it for himself.

_Hey, Wanda!_

_Listen, I know we haven't known each other long and all, but could you pick up my homework and stuff and bring it over? I really don't want to see Tony and Rhodey right now so I hope it's okay. Please?_

_Pepper_

The message was succinct and subdued, two adjectives he'd never think to use to describe Pepper but then maybe hurt the redhead to type. He felt like a world class jerk and vowed to start making it up to Pepper as soon as he got home.

"I still think-" Rhodey began and Tony cut him off, squeezing the other boy's shoulder to make him stop talking. "Yeah. Okay. I understand. If that's what Pepper wants. Rhodey, do you mind handing Wanda Pepper's stuff?"

The taller boy reluctantly opened his back back and pulled out a thick wad of papers and thrust them at the brunette, who took them with some surprise. Don bristled a bit at his behavior but stopped when he saw the confused hurt in Rhodey's eyes and the way Tony's didn't meet anyone else's. He took a breath and began to speak.

"This isn't my business but Pepper is obviously angry about something. Maybe you guys should give her a few more days and let her calm down before trying to talk to her, okay?"

As much as Tony hated to admit it, he didn't have an invention that would help him instantly make things right with Pepper and even though he didn't want to listen to a virtual stranger, he could see that Don was right. He'd wronged her horribly so he was going to have to suck up his petty feelings of being excluded and leave her alone.

"Uh, sure. Tell her we said hello, okay?"

"Okay."

Rhodey turned and left without another word. It was clear he wasn't wanted or needed in this situation and he was feeling irrationally angry. Truth be told, he also felt guilty about Pepper's injuries and knew he and Tony hadn't been as careful as they should have been about preventing civilian casualties. He'd told himself they'd just been taken by surprise but that was no excuse. Whitney and Pepper could have _died _and no rationalization would change that.

Tony gave Wanda one last smile before turning way. Man she was beautiful. And she didn't know anything about his past. He could just be himself and let her get to know him for the guy he was _now. _Of course, that guy was a complete prat who'd let members of his "family" get hurt because he'd been showing off. It shamed him to think that he'd wanted to impress Wanda with his Iron Man heroics. Now in hindsight it had been stupid and dangerous. If Whitney and Pepper never spoke to him again he'd deserve it and worse besides.

Don let out a breath he hadn't known he'd been holding and turned to Wanda. "Do you think I acted like enough a jerk that they'll stay away from Pepper for awhile?"

The young woman led her friend towards the side exit towards the parking lot. "I should think so. They seemed properly ashamed of themselves. Don't get me wrong," she allowed the blond giant to hold open the door for her, even when she'd told him countless times it was unnecessary. "Rhodey seems like a great guy. So does Tony...when he's not trying to flirt. He's really bad at it. But there goes two guys who really need to learn about responsibility."

* * *

Pepper did seem to be feeling better, even if she was uncharacteristically quiet. Her two visitors marveled at how well she was able to not only change her own bandages but keep her house spotless. Maybe some sort of housekeeping service.

"So, most of your teachers have excused you from class participation assignments but instead you'll have to do essay papers, " Wanda was telling her.

Pepper was busily tearing through the takeout bag they'd brought her but managed to answer between bites of a massive Cuban sandwich. "Yuck. That means research and stuff. Gee, fun. You'd think a near-death experience would give me a little more leeway but noooo. Not with our teachers. Stupid Tomorrow Academy and their stupidly high academic standards."

Wanda and Don glanced at each other but since Pepper didn't seem concerned they considered it a non sequitur and ignored her comment.

The redhead was fidgety, which was normal, but she was also anxious, which was not. She sincerely hoped Vision had enough since to stay in the basement and not make any noise. She found herself sympathizing with Rhodey and Tony despite herself; hiding a huge secret from someone in the house was difficult. At least her guests weren't as scary smart as Roberta Rhodes.

Don's natural curiosity won out over caution. "So what is the deal with you and Rhodes and Stark? I'm assuming you're all friends and they upset you somehow." He looked her over slowly, noting her injuries with concern. "My guess would be they ran out of the gym and didn't bother to come and help you."

Pepper looked at the blond athlete and noticed he seemed a little more upset about her being hurt than their short acquaintance would imply. It was almost as if he took it personally. Well, she couldn't exactly tell him about Iron Man and War Machine so she was left with letting him believe her two closest friends were cowardly, incompetent boobs.

" Well, they did the smart thing and got out, Don. It's not their fault if I stayed behind to gawk. Hey, luckily for me, Wanda remained behind to help or me and Whitney might not be here," she replied gratefully and noticed the two glanced at each other guiltily and didn't quite meet her eyes. Really, what was up with these two?

"You guys mind me asking you a question? Are you...dating or something?" The topic had been in her mind for a few days but if they were involved, it would explain the Romany girl's disinterest in Tony. After all, wouldn't most girls be after a cute billionaire?

Wanda looked amused. "Is that what the rumor mill is saying? That we're a couple?"

"Uh, no. Not really. But...you gotta admit your relationship looks kinda weird." Pepper was relieved to see neither of them took offense to this statement.

The brunette laughed and explained. "I guess you could say it started with my own damsel in distress moment. You see, I..." now Wanda looked uncomfortable. "Can you keep a secret?"

"Oh, yeah!" Pepper was quick to reassure her, gesturing wildly as she did so. "I am crazy good with secrets!" She settled down to listen attentively. This promised to be good.

Wanda accepted her at her word and repositioned herself so that she sat cross legged on the couch.

"Well, it started a few years ago, y'see, me and my brother, Pietro...we got into a gang. Nothing really bad like drugs or a lot of violence, it was just something to do. And protection. Immigrant neighborhoods can be kinda of rough. We called ourselves The Brotherhood and the gang was filled with...people like us." Pepper clamped both hands on her mouth to keep herself from interrupting.

"Well, what started out as hanging out and mild vandalism turned really bad real fast when some weird guy approached us and wanted us to do a few things for him. Pietro agreed but I didn't want thing to do with it." The Romany girl's were wide and sincere and Pepper had no real reason to doubt her. Yet. "Well, my brother left with the guy, I haven't seen him since and the rest of the gang decided to go along with whatever this random stranger told them to do. I turned them down but I swore to keep their secrets." Wanda removed the rune bracelet from her arm and the redhead was shocked to see a long jagged scar on the other girl's wrist.

"You mean...you tried to..." Pepper cut off, unwilling to say the word.

"No. Not suicide. The Brotherhood tried to kill me when I tried to leave. They held me down and beat me up. I should have fought them off but you know how peer pressure can be. I didn't want to draw attention to myself."

"That's where I come in," Don continued the story. "I was on my way home from practice and saw three guys beating up a girl. So, I intervened, even though I should have called '911' first." Don said with rueful amusement. "I pulled them off of her. Wanda got away but not before some dude even bigger than me decided to teach me a lesson by sitting on my leg." Pepper winced in sympathy.

The Romany clasped her hands and batted her eyes at the blond boy in mock adoration. "My hero. But yeah, we're not dating. I just feel like I owe Don a lot. Plus, he's a cool guy to hang out with."

"Besides, I already HAVE a girlfriend back home." Don's face softened. "Her name's Sif. Weird name, I know, but her family's Scandinavian like mine."

Pepper smiled. Don was adorable like this. "So guys keep in touch by phone and texting and stuff? Is she moving here or are you planning on moving back home?"

The blond boy shrugged. "Not really sure. I'm not worried about it. I know there's no one for me but her so if we have to be apart for a little while, she's worth waiting for."

Both girls grinned at him, which made him blush. "Now, _that's _romantic." Wanda told him.

Pepper pointed to the pendant around Don's neck. "Did Sif give you that?"

The boy's thick fingers stroked the necklace almost lovingly. "You could say that. This is Thor's Hammer, Mjolnir, the symbol of his followers."

"Mya whoza what?"

"Myol-neer. It's...a Norwegian thing."

The redhead took this as a polite "you wouldn't understand it" moment. "Oh...kay..."

There was a rustling from the basement and Pepper nearly panicked. Oh, no! Did Vision not get the whole 'don't-let-anyone-see-you-under-any-circumstances' thing? Well, this just stunk. So she was understandably surprised when her dad emerged from the basement.

She noticed the strange gleam in her 'father's' eyes and realized what Vision was up to. "Um, Dad? This is Wanda Maximoff and Don Blake. They're friends from school. Don, Wanda, this is my dad, Virgil Potts."

"FBI." 'Dad' pulled out his ID and showed his 'daughter's' guests, who were suitably impressed. "Thank you so much for bringing over Pepper's assignments for school. That was very kind of you."

"You're welcome, sir," Don went from casual to formal in seconds and stood up and shook hands with the person he thought to be the redhead's father.

'Mr. Potts' looked at the guests and said, "I'm sorry, but I think Pepper needs her rest. Would you like some cookies before you go?"

"Thank you, sir," Wanda's manners were just as polite as Don's. "But we should probably go now. See you at school, Pepper?"

"Uh..." the redhead hesitated, both from the overwhelming catching up she had to do and a lingering reluctance to see Tony and Rhodey. "Let me get caught up first. I'll see you Monday, okay?"

"Sure. Better start studying now for that makeup test, since you're going to miss the one on Friday." Don and Wanda left together with a final wave. 'Virgil' waited until they were gone and locked the door behind them. Dropping his disguise, he turned to his human friend. "I'll prepare dinner now and then together we can complete your schoolwork."

Pepper nodded but didn't seem to be listening. Vision left her to her own thoughts and began cooking what he knew to be her favorite meal; chicken and yellow rice.

After the preparations were complete he called a strangely distant Pepper to the dinner table and they began to eat.

Ten minutes of watching his companion push her food around her plate was enough. Really, he worked hard on this meal, the least she could do it take a bite. "Would you like to talk about it?"

The atomic fireball sat down her fork and looked at him from across the table. "I don't really have anything interesting to say, but if you want to hear it..."

"I do."

She sighed and organized her thoughts. "I guess I'm missing Tony and Rhodey, even though they're jerk wads. Plus, I've got a mountain of homework, enough to make anyone feel anxious and..." Here the girl felt her eyes prickle and blinked several times to keep herself from crying. Crying wasn't going to help and Vision would just assume she didn't like her dinner.

The synthezoid gently scanned her mind. "Your injuries reminded you how vulnerable you are, how helpless you can be. You feel...useless? But you are not. Your friends have armor to protect them. They have an obligation to protect the helpless and you most of all."

He tried to tell himself the reason for his indignation towards her friends was merely the mental link they shared but the more time he spent with his complex human the more important she became to him. Part of him was angry for her friends' callous disposal of her but a strangely petty part was relieved at not having to share her with anyone, even her strange new classmates. Vision was pleased with himself for using the image of Pepper's father to get rid of them. Their energy signatures were strange and clearly outside what would be considered normal for humans. He promised himself he would investigate further once his charge was back in school. For now he'd watch over her.

Pepper sighed and weighed in on her friends' behalf despite the fact she was still upset with them. "Even though they were careless, it doesn't excuse what I did, although at least some good came out of it where Whitney is concerned. It's just..." Pepper sighed heavily and continued.

"Yeah, I get the fact I'm vulnerable and mostly helpless and kinda dead weight to Team Iron Man. My mouth goes ninety miles an hour and sometimes my brain goes faster than my common sense. Actually, most of the time. I just get so caught up in all the excitement I ignore the danger. Well, I can't do that anymore, can I? I mean, this time I nearly bought it and it's not like I can repair myself or just make another suit like Tony can. This is my only body. If it's destroyed that's it. No reset button, no spare lives. I keep forgetting that. Well, not any more. Tony has Rhodey. That's all he really needs. I've been superfluous all this time and never really realized it until this week. Or, maybe I knew it all along and ignored it because I really wanted to belong."

"You see, I've never been good at making friends." Vision seemed surprised and she smiled a little bitterly. "Yeah, I'm so outgoing and likeable, right? But I've always been...kind of impulsive and curious, always asking why and being kinda nosy. I wanted to know everything about anything and sometimes I go to far. I don't mean to....I just...I want to be a hero, like my dad and my friends. And right now more that anything..." A memory of Gene rose up and she squelched it. This was partly his fault too. "I want to be strong. I want to be something no one can hurt anymore. Not emotionally and definitelynot physically." Tears threatened again and this time she let them fall. Vision wasn't going to judge her.

The android watched her silently before standing and going to her side, gently wiping her face with a napkin. Had he a human heart it would ache for her and as it was it was hard for him to watch her misery. He wanted to personally punish anyone who had caused her pain but for now he decided to focus on how to help her become the strong independent young woman she wished to be. Pepper Potts had marvelous potential and he wondered why he was the only one who could see that.

Pepper rallied and dug into her cooling food, eating happily and with great gusto while Vision watched with relief. "Hey, this is great! Oh oh oh! Maybe after dinner, you can help me with my homework and then we'll bake brownies!"

* * *

Meanwhile, at the Rhodes' household Tony and Rhodey ate their own dinner while Rhodey's mom prepared legal briefs in her home office.

"Am I the only one who feels like a tool?" James Rhodes finally asked his best friend.

"Nope. I feel it too. I guess tomorrow we should come up with creative ways to beg Pepper's forgiveness. But first, we'd have to have her talk to us. She's still not answering her phone." The boy inventor glanced down at his POD sadly as if it had somehow betrayed him. He'd barely known her three months and yet she was rapidly becoming as much a member of his family as Rhodey was.

"Rhodey?"

"Yeah?"

"Do you think...we...I...take Pepper for granted?"

The other boy considered the matter carefully. Pepper was pretty spastic and let her enthusiasm override everything but she was also good at research and came up with some pretty amazing plans at the spur of the moment. Plus, she was almost pure unconditional love and who didn't need that? She hadn't been a part of his life as long as Tony but she was still important and it weighed heavily on him they hadn't protected her enough. At times, they blew off as an annoyance and nearly lost her permanently. Perhaps it'd be better off for all them if she continued to maintain her distance and he told Tony so.

He'd expected Tony to protest but instead his best friend seemed resigned to agree with him. "You may be right. For now I guess we should give her her space and concentrate on finding who's sending monsters to invade New York. And, maybe we should step up our other little project.

Rhodey started to clear the table but to his surprise Tony took the plates and utensils from him. "Nah, I'll do it. It's high time I took my turn with chores around the house. I'll meet you in the armory."

* * *

"Thanks for inviting me out today, Pepper." Saturday was strangely sunny and warm for January in New York, the temperature hovered around sixty degrees. Whitney seemed to be recovering at a much faster rate that herself but the blonde had access to much better medical technology and her injuries were slight in comparison with the red head's.

"Hey, thanks for coming." The redhead slid into the limo seat beside her new...friend? Shopping buddy? Whatever, it was enough that they weren't hating each other any more. Whitney's limo was much more plush and had better tech than..._that guy's_ limo and Pepper turned up the volume on the CD player, pleased to hear the two girls had similar taste in music.

It only took them twenty minutes to reach the mall, an amazing feat in Manhattan. Lanes of traffic kept opening up to accommodate them and Pepper noted with gratitude the benefits of being obscenely rich.

* * *

"You seem kinda quiet."

Two two girls were looking at lip gloss at the cosmetics counter. Pepper chewed on her bottom lip thoughtfully and decided to unload herself. Really, why have female friends if you can't dish about guys?

"Sorry. I was just remembering Gene."

Whitney's forehead furrowed. "I don't, not much. I know he was in class with us, but..."

"Just be glad you don't." Pepper picked up a shade named Sugar Cookie and tried it on. "He was supposedly friends with me and Tony but in reality, he was only out for himself and what he could get from us. I...liked him."

"What, he wasn't friends with Rhodey?" Whitney applied some plum mascara.

"Nope, he didn't like Rhodey. That should have been our first clue he was no good, right? Everyone likes Rhodey. How could you not? It's..._Rhodey_."

The blonde shot her companion a sidelong glance. "How much is he paying you to be his press agent? Because no matter how much it is, it's not enough."

"Hey, what can I say? I don't make friends easily and he was one of the first people since seventh grade to make an effort to get to know me. But seriously, the guy _needs _a date. He kinda takes his role as 'Tony's Mom' a little too literal and spends most of the time babysitting the guy. Rhodey is a great person. I keep hoping some of that will rub off on Tony, but it hasn't happened yet."

"Tony was my only friend in the world most of my life," Whitney said softly and Pepper groaned inwardly as yet again she put her foot so far down her throat she could taste her toenails. They were now riding the escalator upstairs to check out the new spring swimsuits. Whitney laughingly pulled Pepper away from a rack of thongs in favor of some flattering and appropriate tank suits.

"Don't get me wrong. Tony's cool. But he's kind of...I guess the best way to put it is completely socially oblivious. Here's a guy who can invent a blender that will do your taxes and make cappuccinos but can't grasp the simple concept of making conversation that doesn't involve science and tech. Sad, really."

"He wasn't always like that," Whitney wasn't sure why she was telling the redhead all of this. Perhaps she was compelled to defend her oldest friend. Or maybe she felt Pepper could be trusted with secrets. "He was a pretty normal, if super smart kid up until his mom died."

The redhead stopped in the middle of selecting something to try on. "Tony's never mentioned his mom."

"It probably still hurts. You see," Whitney left a red suit on the rack in favor of a blue one. "Tony's mom wasn't just some socialite. She'd grown up really poor, so she never forgot where she came from and did a lot to help kids in poverty around the world. She was very hands-on and that's probably what did her in. Maria and my mom were friends. They met literally right after me and Tony were born, in the maternity ward. Mom grew up in a very good family, but kinda cold. Maria and Tony Start were two of her first real friends. Don't get me wrong," Whitney found herself defending her father. "Daddy adored my mother. He's never looked at another woman since, just like Tony's dad."

Pepper nodded, reluctant to interrupt. She doubted she'd ever hear about Tony's or Whitney's mothers ever again.

"Well, anyway, even though my dad objected, Mom joined Maria in her worldwide charity work. They founded the Maria Stark Foundation together, something my dad continues."

"I didn't know that."

Whitney laughed a little bitterly. "No one does. Heaven forbid Obadiah Stane do anything human. Anyway, Mom and Daddy argued but she continued to do her good works anyway. Well, when we were about eight, Mom and Maria decided to go on a tour of South America with Doctors Without Borders to help innocents caught between two feuding drug lords. Mister Stark didn't want his wife leaving him but still supported her decision. My dad, on the other hand," Whitney stopped, for a moment haunted by old ghosts. "Mom and Daddy fought a lot about it before she left. I didn't see any of it, but it was pretty loud. Daddy forbid her to go, that was his way of trying to protect her and let her know he didn't want her to leave him. He's never been good at showing affection. Mom took it to mean he thought she was too weak. He didn't even see her off at the airport, just claimed Mister Stark needed someone reliable to watch the company while he was seeing off Maria." Whitney finished acidly.

"Maybe he was afraid if he saw her off he'd just miss her more. Or maybe he was afraid if he went he'd end up fighting with her or begging her to stay." Pepper didn't know why she was taking Stane's side. Maybe she really didn't want the guy to be completely evil for Whitney's sake. The blonde rewarded her efforts with a small, grateful smile.

"Anything possible. Well, needless to say, the plane went down and no one survived. The wreckage was found by some drug leaders who claimed to have found their bodies and demanded ransom. They weren't but Tony's dad paid anyway to have what remains that could be located shipped back to their families. Even though he'd never admit it, I think my dad still regrets not going after her and letting her know how much he cared."

The two girls were silent, clothes forgotten. Pepper racked her brain for something to cheer up or at least distract her new friend from her private misery. "Hey! Look! Their salon is having a two-for-one special on mani-pedis! Let's go!"

Whitney dredged up a smile from somewhere and allowed herself to be dragged along by the other girl's enthusiasm. She began to see why Tony liked the odd girl. Who could be miserable with her around?

* * *

"What about teppanyaki?"

Toes and nails made lovely, Whitney insisted on buying them both open-toed shoes to show off the cinnamon nail polish they'd picked out. The food court was filled with nearly every ethnic food imaginable.

"Actually, I'm in the mood for kalbi."

"Kalbi?"

"Korean barbeque. Trust me, you'll love it."

The two girls were served and decided to eat by a quiet fountain. The blonde ignored all the guys attempting to flirt with her and Pepper was surprised when she received a wink or two of her own. They were probably wondering why a classy chick like Whitney was hanging out with a teenybopper mall rat. Whatever.

"This is great!" Pepper tried to match the blonde's elegant etiquette and mostly succeeded. Whitney smiled. "Told you. So, are you still mad at Tony?"

"Kinda, yeah." Pepper put the rest of her food aside and made a note to have Vision look up the recipe to try at home. "I mean, yeah, the smart thing for him to do was get out of the gym, save himself and it was dumb of me to stay behind. Though I'm glad I did!" Earth eyes met turquoise. "I'm glad I was there for you, otherwise we wouldn't be friends now. I'm really glad to have another girl to talk to." She snorted. "The closest I have is Rhodey, but there's stuff I can't talk to him about. Sensitive or not, he's still a boy and some girl stuff would seriously freak him out."

Whitney laughed. "That's all guys, not just Rhodey."

"True."

They sat in silence, finishing their food or occasionally pointing out an especially cute guy to each other. Pepper was feeling more content than she had for days. _This _was what had been missing from her life, a fellow girl she could gossip and giggle with and discuss the stupidity and mystery that was teenaged boys. It was...nice. Weird, but nice. She didn't want the day to end for fear tomorrow she'd wake up and find it had all been her imagination. Just like her friendship with Gene.

No, she wasn't going to think of Captain Stupid Head. Or Tony for that matter. But Rhodey...

"Hey, I've been thinking. Rhodey isn't seeing anyone, right? You've been promoting him pretty hard."

First Vision and now Whitney Stane. Was she one of those people who could project her thoughts or something?

"Relax. I can't read your mind, just your face. You're pretty open about your feelings, aren't you?" That was very dangerous but the blonde could almost envy her new friend's ability to be so honest about her emotions.

"No, Rhodey's single. Lots of girls are interested in him and ask him out but I think he's holding out for someone special."

Whitney raised a brow. "And you're offering him to me on a silver platter, why?"

Pepper stuck out her tongue at the other girl, who laughed. "Consider yourself lucky. I wouldn't offer him to just anybody. There's barely a girl alive good enough for _my _Rhodey-"

"Gee. Thanks." Whitney's tone was dry.

The other girl rolled her eyes and got up to throw their empty food containers away. "He likes you. Duh. So I'm going to be a really good friend and try and set you guys up. And before you say I'm doing you a big favor, remember, I'm doing one for him too. Once you get past the Ice Princess facade, you're pretty okay."

"I'll ignore the Ice Princess crack. Thanks." Whitney smiled and it was glorious. "You're pretty okay too. We have to do this again sometime soon."

"Sure. Maybe we could invite Wanda next time?"

"Only if that gorgeous hunk of hotness she's friends with tags along."

"Deal!"

* * *

"Are you done yet?"

Saturday afternoon and still no Pepper. The two teen heroes were trying to occupy their time and never realized before how much they depended on the energetic redhead to fill any awkward silences. Rhodey was running two or three separate diagnostics on War Machine while researching Don Blake and Wanda Maximoff's background for anything they'd missed the first time. Tony divided his time between welding an armor plate into place and calibrating a computer interface. Waterproofing, yes...space travel capable...this was going to be the most advanced and self continued system he'd yet invented and wanted everything to be perfect. Some of the defensive systems may have seen redundant but he wasn't going to take the kind of chances he'd taken this week again. He'd protect the things most precious to him. No one was going to take them from him again.

Rhodey's cellphone rang and he answered, instructing the computer to automatically fix any problems with the War Machine armor as he did so. "Hello? Yeah, it's-Whitney?"

Tony stopped what he was doing and looked up in surprise. Why was Whitney calling Rhodey? How did she even know the number?

"Tony's right here if you want to-" Stark automatically reached for the phone until he heard Rhodey say; "Really? You wanted to talk to me? This isn't a prank call, is it?"

The boy genius watched in amazement as his best friend scribbled down directions. "No! Of course I'd love to tour your yacht. Seven sounds great. A driver? No, I can take...sure, if you want. He'll pick me up at six-thirty. Looking forward to it!"

Rhodey disconnected the call and stared at Tony. His chocolate brown eyes were wide with shock. "Whitney...just asked me on a date."

"I heard. Congratulations!" Tony supposed he was expected to feel jealous but he couldn't help but think Rhodey would be good for Whitney and the taller boy deserved a classy lady like Whitney Stane. Besides, he'd had his chance to ask Whitney out for years and never bothered; now that his two oldest friends were going out on a date, he could never ask her out. It went against The Guy Code.

Rhodey approached his friend cautiously. "You don't...mind do you? You've never shown any interest in her beyond friendship, so you shouldn't mind..."

"Hey, don't worry," Tony tried to calm his nervous friend down. "Me and Whitney are just friends. That's all that's between us. Not that you need it but you have my blessing."

The other boy seemed reassured. "Great! I'm going to start getting ready. Mind if I borrow one of your suits?"

"No problem." Tony was happy to see Rhodey looking so excited about his first date. "But aren't you jumping the gun a little? It's only three o' clock."

Rhodey walked away. "Jerk. I'm going to go take a shower."

"For three hours? Won't the water be cold by then? Or maybe that's the point?"

"Shut up, Tony."

* * *

Pepper regretted encouraging Whitney to ask Rhodey out so quickly because now she had the rest of the afternoon with nothing to do. Reluctant to go home, even though she knew Vision had to be getting worried and lonely without her, she took the subway to the Tomorrow Academy. Most of the school was closed on Saturday but the library remained open for the benefit of the Advanced Placement students. She decided she'd get a head start on her Drama essay. Wow, she was bored. This was just pathetic.

But she didn't make it to the library because she was distracted by a flickering shadow on the wall opposite the staircase leading to the basement. She should really know better. Every horror movie she'd ever seen expounded the dangers of going into the dark basement alone, especially when vampires and virgin sacrifices were usually down there. Her curiosity got the better of her and...what the heck. If she could survive the collapsing gym a quick trip to the basement wasn't a problem.

Pepper tried to make her steps as quiet and carefully as possible. This is where the heroine always messed up in the movie and the vampire/cultists always heard her. Reaching the bottom step she peered around at the dim light.

Sitting cross legged in a circle of candles was Wanda, arms raised in supplication, head back and eyes closed as she chanted to someone only she could see. In front of her lay a book so old the pages had turned brown with age. From this distance the redhead couldn't make out any words but it appeared as if the book was written in the Cyrillic alphabet. Pepper recognized a figure drawn on the floor as a pentacle.

This meant that Wanda was really a...but...

"There's no need to hide. I can feel you here. You might as well come out where I can see you."

Pepper started. Oh, crud. The other girl had heard her. So much for stealth. She took a deep breath and stepped towards Wanda but out of reach. She could still run up the stairs if she had to.

"Pepper?" Clearly she was not who Wanda expected to see. "I thought Don...oh crud." The Romany girl put a hand over her mouth as if attempting to take the words back.

That was all the atomic fireball needed to know and for once, she was going to make her natural spazziness work for her. "Oh, wow!" She was careful to keep her voice to a stage whisper. The less people who knew about Wanda and Don's..._religious practices _the better, unless more witnesses would keep Pepper safe from reprisal. "You and Don...you're...you're _Wiccans!"_

The brunette visibly relaxed, relieved that Pepper had grasped the situation so quickly. "Well, if you want to know the truth, Don's a Norse Pagan. I'm the Wiccan, well Jewish-Wiccan. I was raised Jewish but..discovered my interest in Wicca three years ago. It coincides a lot with my own personal beliefs."

Whew. That was a relief. For a moment, Pepper was afraid the other girl might be a demon worshipper, but now she...wait, what? Was she telling the truth? Better to go along with it for now. And Wanda had saved her life at great personal risk so in Pepper's book that meant she got the benefit of the doubt.

"You know, I've read about Wicca. It's pretty open-minded, even more than Buddhism." Pepper's usual enthusiasm took over, much to Wanda's surprise and relief. "So you're both Wiccan _and _Jewish! That is SO cool! I've never met anyone like that before!"

Wanda flushed, but from heat or embarassment it was hard to tell. "Thank you, Pepper. I wasn't trying to hide this but growing up Jewish in Romania meant I ran in to a lot of prejudice. And even though Americans claim to be tolerant, not everyone understands about the Wiccan part. They assume I worship the Devil and tell me I'm going to Hell. That's one reason I'm glad to be somewhere no one knows me, I don't have all that stupid baggage hanging over me." Wanda smiled up at the other girl gratefully.

Wow, Pepper was cementing all sorts of new friendships with girls her own age today. She swallowed her previous suspicions and knelt down. "So was this a spell or something?"

Wanda began extinguishing the candles and removed some handkerchiefs from her bookbag. Pepper grabbed one and began helping her remove the chalk pentacle.

"You could put it that way. After those giants attacked the gym I figured I might try a protection circle to keep them away from the school." She shrugged and tried to make the ritual seem like no big deal. "I have the faith to try it and hey, it can't hurt, right?"

"Right." The redhead knew she was taking a chance trusting the self-proclaimed witch and decided it was worth it. She wasn't about to let that idiot Gene ruin her life and future chances at friendship. "But um...be more careful next time, all right? Anyone could have come down here and found you. You could have been charged with arson or something." _Or worse._

Wanda nodded and stood up, cleanup finished. "Usually I'd sprinkle some sea salt to purify the area but I figured that would be pushing it."

Pepper paused, feeling awkward about what to say next. "I'm going to the library, wanna join me?"

The brunette grinned. The library? On a Saturday? You don't have a fever, do you?"

"Nope. Working on some papers. And I wanted to check out some books."

"On what?"

"Wicca."

Pepper smiled and bounded up the stairs. Wanda followed at slower rate, still bewildered at her good fortune. Of all her new acquaintances, she hadn't expected Pepper Potts to be the most accepting.

* * *

The redhead reached the library and felt relieved that the other girl didn't take her up on the invitation. She mostly believed what Wanda told her. The Romany's relief at being understood by someone was too genuine to be an act but she knew she was right to be cautious. It was entirely possible that despite her best intentions, the Wiccan was accidentallly summoning monsters. Pepper felt chilled despite the warm library and decided to let Vision do her homework for her while she checked out books on Paganism, Wicca, and for good measure, Norse mythology.

_______________________________________________________________________________________________________  
"Wow! Beautiful!"

James Rhodes stood on the deck of Whitney Stane's private yacht and looked out over New York Harbor. The air was cold and the water choppy but at that moment, there was no where else he'd rather be. The crew had braziers lit to ward off the chill but the young man had only to glance at his dinner companion to feel warm all over. In fact, he hoped he wouldn't embarrass himself in front of her.

"And the view's not bad either."

Whitney joined him at the rail, looking incredibly lovely in a shimmering dress that matched her eyes exactly. The casual dress cost more than his entire wardrobe. A matching wrap did little to protect her from the wind and he fought the instinct to wrap his arms protectively around her.

"Do you mind if we go below deck to get warm?" He could see the goosebumps on her arms from where he stood.

The blonde sidled closer to him and laid a cool hand on his back. "Awww. Don't you think you're enough to keep me warm, Rhodey?"

The humble boy blushed, both at the unexpected physical contact and at her suggestive tone. "You're still healing, Whitney, so you can't really afford to get sick and um..." He was very glad she couldn't see him flush and wondered what, if anything, she'd told her father about this date.

Whitney laughed and looped her arm through his, leading him below deck. "You're so chivalrous, Rhodey. I'm impressed. Tony really could learn from your example."

* * *

The young man tried not to gape as he looked around the recreation room aboard the yacht. One wall was completely covered by a screen used to project video games and movies. There was also Foosball and air hockey tables, a huge entertainment center with every current console and an enviable computer set-up.

"A Sweet Sixteen present from Daddy. This was his apology for missing my party." Whitney explained as she carried a tub of popcorn and handed him a drink. He took it gratefully and walked over to the impressively large bookcase full of DVDs.

"Mind if I pick the movie?"

Whitney shrugged. "Why not? Guest's choice."

Rhodey felt incredibly lame about suggesting such a pedestrian date activity. A movie? Really? That was the best he could come up with? This was _Whitney Stane. _She was probably used to much more sophisticated dates. Maybe he should have suggested a museum or an art gallery.

He felt ill at ease until he spotted a familiar name on a box.

"You like Stephen Chow?"

"Love him. Have you ever seen 'God of Cookery' ?"

"Can't say that I have."

"You'll love it. Trust me."

Whitney pressed a few buttons on her remote and the huge entertainment center came to life. Rhodey slid the disk into place and gingerly took a seat next to his date.

Whitney scooted closer and Rhodey couldn't help but notice she smelled like ginger and orange blossoms. "You need to give me that," she told him, pointing at his pants.

The young man leapt away from her, flustered. "What are you talking about?! This is just our first date. We-We should take our time with that sort of thing. Besides, I've been seriously considering waiting for marriage..."

She blinked at him in confusion and then laughed out loud when she caught his meaning.

"Not _that_!" She pointed again and this time he noticed she referred to the cellphone sticking out of his pocket. Relieved, he handed it to her with a shy smile and rejoined her on the couch.

"No interruptions, Rhodey. Not even from Tony. You could use a break from babysitting him all the time."

The young man nodded in agreement and stretched, one arm tentatively going around his date's shoulder. When she didn't shrug it off or pull away he relaxed and watched the opening credits with Whitney.

_Sorry, Tony. You and Iron Man can survive one evening without me._

* * *

Pepper trudged up the steps to her house, bookbag so laden with texts it looked ready to burst. She'd finally left the library after being given the polite form of the bum's rush by the head librarian. What a grouch. How important was a hot date compared to the pursuit of knowledge?

Yawning, she unlocked her front door and dropped her bag on the kitchen table.

"I'm home!" she called out at she made her way to her room. Vision didn't answer, which was fine because she planned to soak until she was all pruney.

After a liberal dose of bubble bath and lavender oil she carefully immersed herself into a hot bath and began to think.

Her research had helped to satisfy her curiosity about Wicca and clear up a few misconceptions. It didn't involve Satan; if fact one of its tenants was 'Do no harm.' She liked that. More religions should adopt that kind of philosophy and stick to it. Being a Wiccan didn't mean practitioners automatically gained special powers, which was a bummer, but the religion was more about harmony with and respect for nature.

Norse paganism also intrigued her. Don's pendant was indeed symbolic of those who worshiped the Norse God of Thunder. There was a lot of cool stories about the guy, who was kind of a working class hero among Scandinavians. She especially enjoyed the saga about him cross dressing to save a goddess from having to marry an ugly frost giant.

Wait a minute...

Pepper had assumed that Wanda was trying to perform spells that were backfiring What if her protection spell story was the truth and instead of summoning those things she was in fact trying to drive them away? If that was the case, then who or what the heck was sending monsters to New York? Last time they attacked, she and Whitney and most of the school had been lucky to escape with their lives. Next time they may not be so fortunate.

The redhead pulled herself out of the bath, dressed, and decided to take the books she brought home and give them to Vision to study. He had a super processor for a brain and could easily find a solution. Then, she'd call, text, and email Tony with what she'd found. Just one of each. Honest. She may be too useless to be of much help to Team Iron Man but she could still read a book or two. And had a helpful robot. First, it might be a good idea to get dressed.

She was walking towards the basement when she noticed the lights flickering. This had happened before and she was glad she kept a flashlight handy when they finally died.

Opening basement door, she called out, "Vision? One of the breakers flipped. I'm coming down to check the fuses. Were you running the vacuum down here? You can't do that. The wiring down here is garbage..."

She was surprised when she didn't get an answer. Vision wouldn't have left the house, would he? Not after she warned him about the dangers of Earth in general and New York City in particular. Nightmarish images of Vision lying in a gutter after being mugged, kidnapped for scientific experiments, or run over by a garbage truck flitted through her brain and her heart ached at the thought of using yet another friend.

Just when she was about to rush upstairs and call Tony for help despite her personal edict not to, she saw him. He lay on his back, legs bent at an odd angle. His head leaked an odd fluid she assumed was his blood and there was a gaping whole in his torso.

Pepper put her hand over her mouth to cover her screams and squeezed her eyes shut. Someone had broken in and killed Vision when he tried to stop them. Who could have done this? The Maggia or Mister Fix were logical suspects and she'd bet anything AIM would do anything to get their hands on tech as advanced as Vision. Thus she was understandably distracted when someone wiped a stray water droplet off her neck.

She stumbled in shock and nearly fell but was caught by the intruder. He or she held her tight enough to hurt and she gasped when she looked up and saw who it was.

"Hello, darling," Gene Khan leaned in and kissed her startled lips. Smiling cruelly at her confusion, he asked, "miss me?"

* * *

Pepper was rarely at a loss for words but the occasion more than called for it. "Gene? No no no...you can't be here! Why did you attack Vision? He didn't do anything to you! And...let me go!"

She thrashed about in her captor's arms but his grip just tightened until it hurt to breathe. "Your little wind-up toy couldn't keep me away. He blocked my path, so I removed him. Permanently. I'm sure you could make a nice clock out of him. Now, my dear, you and I have a date with The Thunderer."

Wait, that was one of the nicknames the Norse gave Thor! This wasn't Gene!

Frightened, she stared into the intruders eyes. They were harder than granite and strange, almost inhuman. "You're not Gene. Who are you? What do you want from me?" She felt compelled to ask, even though she dreaded the answer.

"Me?" Not-Gene raised a brow. "I am but a wronged man here to avenge myself upon my arrogant, useless brother." Tired of his little game, he used his magics to render the confused girl unconscious. Satisfied, he slung her over his shoulder and kicked the synthezoid one more time in the head before teleporting away. "And you, you stupid little mortal, are revenge bait."

* * *

Twenty minutes ago, as humans perceived time, The Vision had died, ignobly, in a dim basement.

Fortunately he was now feeling much better. His self-repair system had already sealed the whole in his chest cavity and he would soon regain his mobility. The intruder did not know his audio systems had recorded the entire conversation and that he could track Pepper Potts through her brain waves.

Had he the capability, he would kick himself for not being prepared. The humanoid invader had originally assumed the form of Virgil Potts and pretended to be in a rage about the synthezoid's intentions towards his daughter. Then it became Gene Khan and waited for the innocent young woman to come home.

Now able to stand, he indulged in using the new human curse words he had learned from television as he referenced all that he knew about Pepper, her acquaintances, and his analysis of his attack. The creature's energy signature was not human. In fact, it was very similar to the life form that claimed to be Donald Blake. Therefore, he could assume Pepper's school friend and the one who assaulted him were of the same species.

Satisfied with his analysis, he went on to consider his options. He would require assistance, someone to distract the humanoid while he rescued Pepper. Yes...Anthony Edward Stark was also the armored hero known as Iron Man. This was pertinent to his interests. Although estranged, Stark no doubt would be concerned about Pepper's current whereabouts. Tony Stark's, or if one preferred, Iron Man had an enemy in the boy named Gene Khan, who referred to himself as the Mandarin. That would be his strategy, to lure Iron Man into assisting him against Pepper Potts' kidnapper.

Upstairs he found the redhead's cellphone in her bookbag. Tony Stark's number was saved under her contacts. Vision dialed it and hoped for her sake the boy answered.

* * *

Tony was spending his Saturday night working on a new armor. This in itself wasn't unusual, even though the armor in question might be. What made this weekend different from any other was the fact he didn't want to be working on the armor _alone. _He missed Rhodey discussing battle strategy and Pepper's enthusiastic perusal of anything remaining to Iron Man. He promised himself he'd call her. Tomorrow. His project should be ready for a preliminary test by then.

He took a break when he saw the light on his POD flash, indicating he had an incoming call. He picked it up as soon as he recognized Pepper's number.

"Pepper! I was just about to call you. Listen...I'm sorry about everything's that's happened lately-"

"Hello, Stark."

The boy genius gripped the phone tighter as he recognized the voice and wished he could reach through the phone and throttle him.

"Gene! Where's Pepper?! I swear, if you've hurt her, I'll-"

"You'll do nothing but listen to me. Now, I want you...no...I want _Iron Man _to meet me in front of Pepper's house if she's ever to be seen again. You have three minutes."

The call disconnected and Tony glared at the device in his hand as if he could main Gene Khan with his thoughts. He dialed Rhodey's number. It went to voice mail. He tried Whitney's instead and got the same response. Frustrated, he decided to head out alone.

* * *

"You're late."

Tony saw Gene waiting for him at Pepper's, his usual smug expression almost stoic. He seemed to be watching Tony, analyzing his reaction to Pepper's disappearance.

"Thirteen seconds."

Gene shook his head. "She may not have that long. If you want to see her alive again, follow me."

Tony opened his mouth for a scathing retort and was shocked to see Gene zoom away from him at superhuman speed.

"Computer, analyze. Is Gene using the Makluan rings to run that fast?"

"Analyzing. No Makluan energy signature detected."

_How is he doing this then? Man he's fast. _The teen he thought had been his friend suddenly stopped and heading three blocks back the way he came before turning left. If he wanted Iron Man to follow why wasn't he making it easier. It was almost as if the last Khan was tracking something. Or someone.

"Alert! Subject shows signs of artificial construction. Analysis indicates this is not Gene Khan."

"You mean, that's a robot made to look like Gene?"

"Affirmative."

"Well...that's just weird. Who'd make a Gene bot?"

The armor buzzed an alarm. "Warning! Unusual energy readings detected."

"You don't say," Iron Man muttered under his breath. Rhodey was right. His armor was too darn cheerful.

The thing pretending to be Gene Khan stopped and then bounded up to the roof of a building with incredible leaps. Tony recognized it. It was The Windermere, an old eight story apartment complex in Hell's Kitchen. The building had been abandoned for years and rumored to be haunted. A sick feeling in his gut told him Pepper was there.

And she was. Bound and gagged and looking strangely resigned to her fate. She looked from Iron Man to the Gene lookalike and her eyes widened in terror as she looked past them to something behind them.

"Well...you're aren't the prey I was hoping for." Tony stared as yet _another _Gene Khan approached him. "Disappointing. The little coward is avoiding me. And I worked so hard to find the perfect bait. He befriended that little human wench, so I thought she may have been important to him." He sneered at Pepper, who glared back. He seemed amused. "I like a female with fight! You might be worth keeping around, little mortal. You two, on the other hand, are superfluous. I don't know how you repaired the automaton so quickly, armored warrior, but I really don't care. Still, I hate to waste this opportunity. You may serve a purpose after all."

"Alert!" Tony's AI interrupted yet again to inform him of the obvious. "High level energy readings detected. Unusual dimensional readings detected. User intervention required."

_"Like what?!" _ The armored hero was feeling frustrated. He was too far away to grab Pepper and run before either opponent could chase him and some huge wormhole was opening on the roof. Out of it slithered a huge serpent, large enough to wrap itself around the building three times. Its companion was a wolf the size of three city buses, with glowing red eyes and jaws that dripped malice and saliva.

"Gene" disappeared and in his place was a slim, thin-faced man wearing green and yellow ring mail and an ugly horned helmet. He addressed the summoned creatures. "Fenrir, Jormungand, meet your dinner."

* * *

Iron Man powered up all his weapons system. If he died, he was going to haunt Rhodey for the rest of his life for turning off his cell phone, date or not. Gene the Robot shed his false form and became a being with a red face and green and yellow clothing. Ignoring everyone else he stepped towards Pepper, removed her bonds, and surrounded the two of them with a force field. Pepper seemed strangely passive, leaning haphazardly against her 'rescuer'.

"Hey!" Tony turned angrily to the alien robot. "Come back here and help me! I can't fight these things by myself!"

"We are not allies," the android told him, its voice now flat and metallic. "I am only here for Pepper. Your ultimate fate and even the fate of this city is of no importance to me."

Pepper looked up at him, wide eyes disbelieving. "Vision! You can't leave Tony to fight monsters all by himself. He'll die."

"It is not my concern-"

Vision was interrupted by a red bolt of energy that slammed the weird man in the horned helmet to the ground. A mighty hammer sent the serpent into its furry companion. Everyone turned to look at the new arrivals. Floating in midair was a woman dressed in a sleek red bodysuit, her face hidden behind a mask. Her cohort was a figure who had stepped out of myth, the strange man in armor who had fought the giants at the gym. In his hands he held a hammer of mythic proportions and he glared at the skinny shape shifter with raw hatred.

"Loki. I knew you had to be behind this. What brings you to Midgard, Father of Lies?"


	5. Chapter 5

_Author's Note:__ Decided to bypass my Betas in my impatience to be done with this story and go ahead and upload the conclusion. Enjoy it, because it's probably the last thing I'll post in a while. I'm not inspired. Thank you to all who read and reviewed. _

**Puniatores, Congregate!**

**Chapter Five**

"Thor! Brother!" The one called Loki held out his hands in welcome. "I was _so _grieved to hear of your banishment to Midgard. And in such a weak, crippled body as well. How...very unfortunate."

The trickster god spoke with mock sincerity; his words were meant to provoke and judging by the mounting anger on the blond giant's face, he was succeeding.

Confused, Iron Man took a step back. _Loki? Thor?_ The name sounded vaguely familiar; he must have read about them somewhere, figures of myth. So why were they here?

Although it galled his pride to do so, the armored teen quietly watched from the sidelines as the two 'brothers' hurled insults and accusations and 'yo mammas' at each other. His eyes wandered over to the big blond's companion. He knew it wasn't the time but yow, what a body. Her figure was athletic and curvy and he could swear he'd seen her before.

Sometimes even _he _thought he was a jerk. The alien guy was guarding Pepper but Tony didn't feel reassured. Pepper clung to it like she usually clung to Tony and the teen had to fight his petty jealousy over not being the center of the spazzy girl's world.

Well...least he didn't have to worry about her for now, more or less. That meant he could concentrate on the reptile and the wolf.

"Excuse me for interrupting this exciting daytime talk show moment," Iron Man said at last, "but can someone clue me in? Who are you guys and why do you hate each other so much? New York City has more than enough problems without being the battleground for a long running kid's fight."

"Stay out of this, mortal, for you have no place in a fight between gods." Loki smirked at him in dismissal. "This is a fight between my dear foster brother and myself. You, little man, are merely a mortal in a suit."

"My city, my fight, O Fashion Challenged One." Iron Man replied sarcastically.

"Iron Man." The one named Thor's eyes never left his opponent as he addressed the teen hero. Really, was everyone going to tell him this was a game for the big boys and he should just go home and play with his chemistry set.? "As rude as he is, he's right. Take the girl and her automaton friend and get out of here. Loki is _mine._"

"You can have him, big guy. He's not my type anyway. Me, I have a date with a snake. And a wolf. And...maybe your brunette friend, if she's not busy later." Man, that sounded lame. She hid her face behind her hand but he'd bet the interest on his stocks she was laughing at him.

"Very well. But I ask that you not interfere, no matter what happens to me."

"Suit yourself." Iron Man shrugged and prepared himself for battle. Behind him, Thor and Loki had begun to strike at each other with metal and magic.

The armored boy was beginning to regret his bravado when he looked at the remaining opponents. The giant serpent reminded him uncomfortably of Fin Fang Foom and hoped its hide wouldn't be as tough. The wolf was no better; it's jaws dripped with saliva and its eyes looked hungry. He desperately wished Rhodey was there beside him but even in the face of personal survival, he was glad two of his best friends were having a good time. He just hoped they'd name their first child after him.

Iron Man looked at his temporary partner and noticed the red energy gathering around her hands. Her hoped the lady seemed to be packing some serious power, otherwise her unarmored form would not survive.

"I hope you like myths and legends, Iron Man," the young woman spoke at last. "Guess what? You're in one."

That was Wanda Maximoff's voice! So the blond was Don Blake. This explained why they were always together, they were a team like him and Rhodey. He just hope their personal relationship was equally platonic.

She seemed to feel his gaze on her and looked at him. "Something wrong? I hope you don't have a problem with teeming up with a female. Because if you do, I'll let you die right now."

Her tone was almost flirtatious but he had a feeling she wasn't entirely joking. Wow. Girls were vicious. Why hadn't he ever noticed before?

"A hero's a hero, as far as I'm concerned." He reassured her with all sincerity. "If you don't mind my asking, what should I call you?"

The wolf seemed impatient with his clumsy flirtation and gathered itself to spring. Tony nearly didn't see it in time and attacked with his repulsors only to be joined by a red beam that sent the four legged beast crashing into its scaly compatriot.

Iron Man was appropriately awed. Whether science, magic or an innate ability, that attack was impressive.

The lady in red smiled at him confidently. "The call me, 'The Scarlet Witch'."

"Charmed." Tony looked down as the two beasts tried to disentangle themselves. "Now Loki and Thor I've heard of, but you can't really expect me to believe those two are really-"

"Gods? Yes." She must have felt his skepticism because she continued, "I grew up around talking animals. Now we have giant animals rampaging through New York plus frost giants. Why not gods?"

"Uh...okay." The armored teen had no way to respond to this new intelligence. "What's the deal with the giant anaconda and his furry friend?"

"The wolf is Fenrir. The snake is his brother, the Midgard Serpent. He's so big he can wrap around the earth. They're the sons of Loki."

"I pity their mom then. That can't have been an easy birth. So why come here?"

"According to legend, the release of Fenrir and Jormungand will bring about Ragnarok, The Twilight of the Gods."

"Wait." Tony couldn't believe what was hearing but her voice was completely sincere, even rational when discussing ancient gods and giant monsters. He supposed unicorns were real too. "This Loki guy wants to bring about the end of the world? Because he's mad at his _brother?"_

"Foster brother. Odin adopted him from the frost giants. And yes. He's always had an inferiority complex where Thor's concerned, so he wants to one up him. Who can top the destruction of the world?"

Iron Man thought for a moment. "Y'know, suddenly I'm very happy being an only child."

Fenrir and his brother were back on their...er...feet, hissing and growling, eyes promising retribution. Joking and flirting aside, it was time to send these things back where they came from, if that was possible.

"Ladies first?"

"Ha. Sure." Wanda smiled at him again and he was grateful the armor hid the goofy smile he knew was on his face. "Hey, if we don't survive, we'll dine tonight in Valhalla and the bards will make us famous in song!"

"...great."

"Pathetic humans really think they can actually triumph against children of the gods?"

Thor ignored Loki's attempts to distract him from the battle at hand and continued to batter away at his foster brother's foul magics.

"The pathetic one here is you! You've allowed yourself to be poisoned by boyhood hurts and now you're involving your children. Despicable."

The Lie-Smith found his concentration wavering as the thunder god's remarks hit home. "My children have as much right to fight against the _Aesir _as I do! Your precious Asgard was frightened of their powers even as infants and thus cast them out!"

"I had nothing to do with that! And if you had been a better father and taught them self-control, none of this would be happening."

"Silence, muscle bound oaf! Do you think me a fool? You have always resented me and my magics!"

"And you have always hated me for having the All-father's love!"

"Brute!"

"Weakling!"

"Weak, am I? You and Odin are the weaklings!" Bitterness poured from the former Jotunn as he revealed his true thoughts to his astonished foster brother. "Humans have forgotten us! The old ways are gone and they no longer pay tribute or sacrifice. The time of the Aesir is long past and it is time they be swept away and a new pantheon take their place, led by me."

"You couldn't lead woodworms to an oak tree, you useless milksop!" Thor's mighty Mjolnir connected with his opponent's jaw, knocking him down. Loki wiped the blood from his chin and smiled spitefully.

"What would Lady Sif think if she knew you dallied with a mortal?" Loki jeered, stabbing a finger in The Scarlet Witch's direction. "I bet her pretty face would twist with jealousy and ..."

"Sif knows all about Wanda. She is no threat to our love."

Loki was at a loss for words at this new information but recovered quickly. "Ah! Well...she must be so lonely without you. I'll comfort her with your cooling corpse and my own loving kisses!"

"You'll do no such thing!" Enraged at the thought of the Lord of Lies anywhere near his beloved, Thor renewed his attack with the strength of anger and the unprepared Loki would not withstand his opponent's vigor. Thor was done with subtlety and strategy, allowing pure rage to take over as he repeatedly smashed his enemy. Loki's magical defense began to fail him and for the first time since he was young, he felt genuine fear.

"I hope your daughter Hela is ready to receive you, brother," Thor growled at his terrified victim and with one final blow, knocked him unconscious.

"Looks like we've got them scared now!" The Scarlet Witch's attacks, which she called Hex Bolts seemed to be doing real damage to their monstrous foes. Iron Man was impressed, but not so much he didn't get in a few blasts of his own, dodging the wolf's heavy paws as he did so. With all due respect to Rhodey, he and Wanda made a good team, she seemed to know his intent before he spoke and he was glad to see the instant rapport they had.

"Sure looks like it!" Tony fired at the serpent's head, the concussive force sending it reeling. He couldn't help but notice how incredibly lucky they had been. The ground was littered with debris but not one blow from their foes landed and they seemed to sidestep every drop of venom that fell from the Midgard Serpent's fangs. The human heroes were beginning to feel fatigued but the giant beasts even more so.

Suddenly there was a loud crack and Loki fell, stunned. Roaring with grief the monsters rushed to avenge their father but unable to withstand the three-way assault of Iron Man, Thor, and the Scarlet Witch. Red and white energy combine with the might of the legendary hammer seemed to spell the end for the invaders.

Before Iron Man could begin to congratulate his new allies a strange woman appeared from a black portal. Her body was half-rotted and dead from the waist down and her face was grim and set with millennial suffering. She did not speak but merely gathered the inert figure of Loki in her surprisingly strong arms and with a gesture, the four of them disappeared.

But not before the Midgard Serpent's lashing tail brought the condemned building down.

"Wow, deja vu all over again."

Pepper barely reacted as the cement she stood upon exploded around her. Vision's protective shield fell as he stared at her falling body in shock as for the second time in a week, a building collapsed on Pepper Potts.

The walls of the gym had been lighter, made of aluminum and wood. The venerable apartment building had been solid brick, made in a time bricklayers saw themselves as craftsmen and took real pride in their work. The weight was nearly crushing.

The redhead did not seem to notice her impending death. Instead she was berating herself for being useless yet again. She cursed herself for once more being the weak link among her friends who always need rescuing. Now she had brought down Vision and maybe her other new friends with her.

"Gene..." _Wow. What a stupid last word. Like he would care. I'm sorry, Tony. Sorry, Rhodey. Sorry, Vision. I'm sorry for all those times you had to come to the rescue of someone like me._

"_Pepper!" _Vision phased through the rubble and frantically searched for his friend while Iron Man and his allies desperately tried to cut a tunnel through the wrecked building.

_No, please. Please don't leave me. Don't die, not now. I have only just met you, but you are already precious to me. _Vision thought as he scanned for any spark of life.

He had only a moment to be relieved when he reached her and found her vital signs to be incredibly weak. She would not survive long without medical intervention.

Thor, Iron Man and The Scarlet Witch were understandably surprised when Vision emerged from the scattered bricks with Pepper cradled gently in his arms. He ignored their gasps of surprise and addressed the armored hero. "Tony Stark. I do not like you. But you are the only one who can help me save Pepper Potts. She is not strong enough to survive surgery."

The two newest heroes were almost comical in their shock."Tony Stark? Is Iron Man?" Wanda questioned softly. "But...he's a dork."

"Yeah," Tony retracted his face mask so they could see him. He decided to ignore the dork comment. "That isn't important now. I have a medical bay in my lab. We have to get Pepper there or she won't have a chance."

"I will take us there," Vision told him and teleported them all to the place he saw in Stark's mind.

The medical bay in Tony's lab was advanced or more so than anything at Stark International. The equipment here was some of the most advanced in the world, more than any hospital and the ginger haired girl's best chance of survival was here. Or so Tony tried to persuade himself. The teen knew the more likely reason was he didn't want her out of his sight. He laid the redhead gently on a gurney and addressed the medical diagnostic computer. "Computer, analyze Pepper's condition."

This was nothing like seeing her in the nurse's office after she was injured in the gym. Then she had been bandaged, her wounds properly sanitized and out of sight. He had had the illusion she hadn't been seriously hurt. This time her wounds were raw and scabbed over with dried blood. Her outer clothing was long gone and bits of glass and metal turned her chest into a pincushion. _It's all my fault. She's going to die. I failed again, just like with the crash. I could have prevented all this._

"Analyzing. Subject: Pepper Potts has experienced multiple lacerations, a concussion, injury to her hearing, damage to nearly every vital organ and shrapnel near her heart."

The boy genius felt as if he had aged ten years in the last hour. Everything seemed to take more energy than he could muster and he moved like an elderly man as he monitored Pepper's vital signs. Tony's face drained of color and he felt his heart shrivel inside him. Pepper was going to die. He should have insisted she and Vision leave before the fight ever started. His reckless behavior had yet again nearly killed her and for the first time in months he allowed himself the luxury of tears.

The Vision glared at him with more hatred than he would have thought a machine was capable of. Tony didn't know exactly why the synthezoid hated him but he supposed it had to do with Tony's treatment of Pepper, who the android seemed to have adopted as family. The Vision had yelled at him earlier; calling him an irresponsible teenaged idiot who was more interested in getting his adrenaline rush than protecting those important to him. Tony could not even defend himself; everything Vision said to him was something the teen had told himself countless times since getting home. Wanda and Don, now themselves again, stared at him in mute sympathy. He wondered if they blamed themselves or if they blamed him for what had happened. Humans had no place in a war between gods and powerless, unarmored humans even less. Wanda had cast a healing spell that kept the injured girl stable but her abilities were not yet strong enough to heal Pepper entirely. Still, her assistance kept his dear friend alive and he told her so. She gave him a small sad smile and retreated to the waiting room.

Rhodey had yet to return from his date. He was now past curfew, uncharacteristic of the usually punctual young man but there was nothing he could do for Pepper even if he had been home. No, they could have used War Machine's help hours ago and maybe none of this would have happened if Rhodey had been there.

That wasn't fair and in his heart Tony knew it. He just wanted someone else to help shoulder the blame besides himself. This was as much his fault as that jerk Loki. Tony had ignored Pepper's heartbreak and blown her off when convenient. He'd made armor for Rhodey but not Pepper. He told himself it was because he didn't want to risk her getting hurt in her enthusiasm to help Team Iron Man but perhaps it was because Tony didn't value her as much as he did Rhodey. If she survived, he would beg her forgiveness and spend the rest of his life making it up to her if she'd let him. For now, he had to save her so she could yell at him to her heart's content.

The Vision approached him once more. Tony turned to him and stricken, tried to apologize once again.

The android cut him off before he could speak. "I don't want to hear anything you have to say. This is your fault. Why didn't you make Pepper leave? She would have listened to you."

"Why didn't you prevent her from being kidnapped?" Tony countered but there was no anger in his words, just sad defeat.

Vision dropped his gaze and then met Tony's eyes again. "I am sorry. You are right and I am merely trying to take my own guilt and self-hatred out on you. We both failed her, the ones she should have been able to rely on most. And now I will compensate her for my failure." Without warning, the synthezoid reached into his own chest.

Alarmed, the boy inventor tried to stop him, thinking he meant to pull out his own heart to save Pepper. Vision looked at him in askance for his interference and to Tony's surprise, pulled out a handful of cybernetic components. "She would do the same for us. How soon can you prepare for surgery?"

"Give me ten minutes." The teen genius looked at his chronometer, his mind whirling with strategies. "She won't survive prolonged surgery. We have to think of something else."

"Do you have a strategy?"

Tony thought for about fifteen seconds before he came up with a solution. "I was working on a new electromagnetic battery to help Stark International go green. I think Pepper could make better use of it."

"Then let's begin."

The surgery took five hours, a fraction of the time it would have taken to remove all the shrapnel from Pepper's heart. Vision's cybernetic components did wonders and the scientist in Tony wished he would have had the time to study them. The nanotechnology was already repairing Pepper's organs as quickly as they repaired the synthetic man.

Rhodey had sleepily trudged downstairs at two in the morning, apologetic about his late night. He and Whitney had spent the night bonding over Hong Kong cinema and had made plans for a second date. The taller boy was duly horrified about learning about Pepper's condition and apologized to anyone who would listen. Wanda took him upstairs to help her make snacks for everyone, which calmed them both down to have something to do. Don sat cross legged on the ground and prayed to a deity known as Eir. Finally, Pepper was in recovery and all anyone could do from then on was wait. Rhodey found blankets for them all and quietly they cried tears of relief together, rejoicing their friend would survive.

Tony washed his hands and he and Vision began to clean and sterilize the instruments used for the surgery.

_Thank you, God. Whichever god you are, for saving her._

* * *

"Good morning."

There was no natural light. It was dim and gray and somewhat cold. Nothing hurt but everything worked. Muscles and joints moved stiffly.

"Good morning."

That voice again. That warm, familiar voice that said it was all alright. Safe, secure. Nothing harmful could enter here.

Slowly, eyes opened and began to focus. That person had a name. Rhodey.

Pepper Potts rubbed the last of the sleep out of her eyes and looked into that kind, smiling face and wondered why he was there instead of Tony or Vision. The answer came to her in a split second; Tony would be too emotional, pleading for her forgiveness. Vision would not be emotional enough or would not know which emotion would be appropriate for the occasion. The tall boy was level-headed and sensible, a good compromise. She smiled back at him and he relaxed.

Her chest felt strangely heavy beneath her hospital gown and she patted it, her visitor quickly looking away as she felt the valley between her breasts. "What happened? This looks a bit like the implant in Tony's chest but it isn't humming."

"It's a little different," Rhodey told her. "Tony's implant is a lot like a pacemaker. You could say it's powering his heart. Yours is...well...you got shrapnel in your heart when that building fell on you. It was too risky to perform surgery. You never would have survived. This implant is kind of a giant magnet-"

"Which attracts the shrapnel and keeps it away from my heart." Pepper finished for him.

The young man looked at her in surprise. "Yeah...how did you...?"

The redhead smiled wryly. "I guess when Tony gave me the nifty upgrade he rotated my tires and checked the oil as well. Looks like he upgraded my electronics too." She tapped the side of her skull. "Smarter, better, faster, stronger...I'm the Bionic Schoolgirl. I bet I heal faster now too."

Rhodey sat down on the bed beside her and she could tell he felt guilty about something that wasn't his fault. She opened her mouth to tell him so but he seemed determined to confess his 'sins'. "Sorry, Pepper. If I had been there...if I or Whitney had had our phones turned on..."

She shifted and sat up, suddenly impatient with the conversation. "Yes, I may have been able to get away. Then again, maybe not. Apparently Loki had been watching Don, or Thor if you prefer, ever since he arrived in New York. You, Tony, and Wanda would have been too powerful or troublesome, so he went after the weak link."

"But you're not-"

"Save it, Rhodey." She held up a hand to stop him. "I admit it. I was the damsel in distress of Team Iron Man, the chatterbox who had to nose her way into other people's business and the clumsy oaf who constantly made bad decisions. My only real function was to help with research and be the cheerleader. You and Tony have the brains and brawn, so what did you need me for?"

Rhodey couldn't look her in the eye because of the ring of truth in her words. "You know we never thought of you like that. We care about you, Pepper. You're family."

"I know." Making Rhodey feel guilty was cruel and she laid a comforting hand on his shoulder. "You took a chance and went out with Whitney rather than wonder 'What if?' for the rest of your life. I'm glad you had fun. It's not your fault that I got hurt. Wrong place, wrong time. If you want to blame someone, blame me. Or blame the big stupid jerk who attacked our city."

Rhodey nodded and was taken by surprise by her warm hug.

"Come on. I'm hungry."

"So uh, I think we should do something to prevent this sort of thing from happening again."

Rhodey, Wanda, Don, Tony, Vision and Pepper (who volunteered her basement for the meeting) gathered together to discuss recent incidents. Tony found himself the de facto leader of the group because no one else wanted the job. He was sitting across from Pepper, who looked at him with amusement as if enjoying his discomfort. Vision sat next to her like a glowering parent whose daughter was going out on a first date with a convict. The android still seemed angry at Tony for what the synthezoid had termed neglect.

His best friend came to his aid. "Tony's right. This city is way too big for just the two of us to protect it. We need to form...I don't know...some sort of league of superheroes. That way the burden is divided between all of us."

"Wanda and I concur."

Don seemed his regular sixteen year old self again, except his voice and manner of speech seemed more adult and wise. The Scarlet Witch nodded in agreement.

Iron Man was relieved everyone was catching on so quickly. "So if there's five of us and if we divide it up by Burroughs..."

"That's why we're leaving."

"Wait, what?!" Rhodey was confused. "You just said you agreed with Tony!"

"Yes, but we majorly screwed up." Wanda bit her lip. "Don's still getting used to his powers as Thor. I need more training. Pepper's injuries prove that. I've heard of a woman named Granny Harkness. She can train me to use my mutant abilities as well as my magical ones."

The teen inventor blinked. "You're a mutant? But I thought..."

Wanda looked embarrassed. "Yeah. I didn't mention it because of the prejudice that usually goes along with being a mutant. Sorry I didn't trust you."

"There was silence around the table until Pepper spoke up. "Doesn't matter. You're still you. Human, alien, mutant, cyborg...that doesn't mean you can't be heroic, right?" At everyone's nod of agreement she continued. "Moving on, you, Don, and Vision will go off to train in the use of your powers. Along the way you'll recruit other heroes and together you'll-"

"I?" Vision shied away from Pepper. "You want me to go with these people? You want me to leave you?"

Pepper covered his hand with hers and looked into his starlight eyes. "I want what's best for you and as cliched as it sounds, that's not me. So go with Don and Wanda and learn about about being human and stuff. Then, come back to me."

The android looked crestfallen until Pepper hugged him tightly with some of her old enthusiasm. "I love you, Vision. You're family to me. And sometimes you have to push family out of the nest so they can fly."

Vision laid his head on the redhead's shoulder and returned the hug tightly while the room's other occupants looked away, uncomfortable with the display of affection; Wanda with a touch of envy. "I can already fly," he almost whispered. "I don't need to leave you."

Pepper chuckled. "Not you, silly. Me." She withdrew and looked at each of her friends in turn. "I get so excited about this hero stuff and forget how dangerous it is, especially for me. So." She straightened and smiled bravely. "I'm stepping down from Team Iron Man. I'm going to start learning martial arts and one day I'll be able to rescue others instead of being rescued all the time. In fact, I plan to kick so much butt, no one will ever try to kidnap me again!"

Tony looked down sadly, unconvinced. Annoyed, Pepper reached over and thumped him on the forehead. "Ow!" He rubbed his head and looked annoyed. "What was that for?"

"You had it coming. What? Are you still saying I'm some dumb helpless girl?" She leaned across the table and got in his face. "Newsflash, brainiac. Thanks to you and Vision, I'm not t_hat _Pepper Potts any more. In fact, I bet I'm almost as smart as you are. So don't go acting all smug and superior, because I don't buy it."

"But-"

"But, Pepper..."

The redhead waved away her friends' protestations. "Hey, you guys don't get a vote. This isn't about you or how you all feel guilty, it's about me. My life, my decision. No arguments."

Pepper could see they still wanted to fight her on this issue so she decided to explain further.

"This week has been the worst one in my life. More than that, this whole month has been pretty awful, what with Gene...and stuff." She continued before Tony or Rhodey could offer their sympathies yet again. "But look at all I've gained!" She pointed at Vision, who sat up attentively. "I've befriended an alien from outer space! Teaching him about Earth showed me I'm smarter than I ever thought I was! Plus, he specifically chose _me _because of my brainwaves. Not Tony, not that Doctor Connors at ESU, but me. That says something.

And yeah, I almost died, but I didn't. And you know what? I'm not going to let this stuff make me bitter or angry. I'm going to use these experiences to make myself stronger."

Rhodey found himself looking at her with awe and wondered if everyone could see the red head the way he did. There was a new aura of confidence about her, she even seemed taller. This was no Spunky Girl Sidekick. _This _Pepper Potts was a tower of strength, a Future CEO.

She turned to Wanda and Don. "Don't forget, I'm only letting you _borrow _Vision...or Victor..." The android smiled at the name she'd given him. "I expect to have him back the minute you don't need him any more. For now, take good care of him for me."

Everyone sat there quietly, lost in thought until Pepper threw out her arms and gestured. "Well? What you all doing siting there? You three, go pack and get ready to train a new group of heroes. Rhodey? You need to go plan a date for next week. Tony? I need to speak to you alone."

The rest of the group rose and dutifully left, Vision, or Victor, dip smooched Pepper goodbye until learning this was not a proper way to take one's leave. He amended it to a kiss on the cheek and received another hug. The other three got the same treatment and made their farewells.

Vision was the last to leave. He looked deeply into Pepper's eyes, his gaze intense. "Thor says Loki may return to Earth. When he does, I will find him. And I will avenge you. We all will."

Pepper gave him one last reassuring hug. "You do that."

The android gave one last warning glare to Tony Stark and left.

"So, you're a robot? I _love _robots," they could hear Wanda say as the door closed.

Tony sat beside Pepper, feeling a bit nervous. He had no idea what the fireball haired girl wanted to say and he fidgeted until told to stop.

"I never told you thank you," she said without looking at him. "You saved my life."

"You're welcome."

"So...is Team Iron Man in big trouble for destroying that building?"

Iron Man sighed with relief. "No. Fortunately the city assumed it was because the building was unsound and passed it off as a freak accident."

"Good."

They didn't speak for five more minutes, a record for the old Pepper. This new Pepper was far more quiet and contemplative.

"Tony?"

"When you performed surgery," she blushed, "did you...see my chest?"

The boy rubbed the back of his head as he always did when nervous. "Only a bit of it. The rest was covered while I did my part. Vision saw it."

"Oh. Well that's all right then."

He looked at her, surprised at her nonchalance and she shrugged. "So what? He's an android. He doesn't care about things like that!"

Tony raised a brow. "Yeah...but he's an android who's been observing the brainwaves of _teenagers._"

Pepper froze then smacked him. "Quiet, you. Don't talk about Victor that way."

She got up and dragged Tony upstairs towards the front door. He allowed it until he stood in the doorway and stopped. "So, you're really leaving us? Leaving Team Iron Man?"

Pepper nodded. "I'm tired of being weak and helpless. Not just this week but back in the temple with Gene and Fin Fang Foom. Or further back when I was kidnapped for the second time by the Maggia. I couldn't do more than cower or plead. If I were more powerful..."

She left the thought unfinished and the two of them stood silently for a moment.

The redhead hugged him and he felt more reassured by the simple action than any words she could say. "Okay, enough of that. I've been way too full of angst lately. I'm only leaving temporarily. I'll be back after I work on _me_ a little bit. Sorry to disappoint you, but you won't get rid of me that easily!"

Tony hesitated, trying to ignore the brave tears in her eyes, then gave her a family kiss on the top of her head. "We'll be waiting for you."

"See you at school Monday. They're having a bake sale to help raise funds for a new gym. I'm making red velvet cupcakes. Buy a lot."

The boy genius groaned and covered his eyes. "I forgot about the gym! Maybe I can siphon off the interest from my trust fund to make a donation."

She shrugged. "Well, that works too."

"Take care, Pepper. Don't overtax yourself. Get plenty of rest. The implant is waterproof so-"

"_Goodbye, Tony."_

"Bye, Pepper."

Later in the lab, Tony pressed a button and opened a storage compartment holding his latest armor. It was built upon the same lines as the Mark I but with more feminine proportions. It had no weapons beyond the repulsors and its systems were designed strictly for defense and rescue.

"Someday, baby," he told it as he patted it fondly. "Someday."

**Epilogue**

"Have you done as instructed?"

"To the letter," the mercenary known as Ghost strode confidently into the makeshift throne room. There the Mandarin was attended by the descendants of the men and women who rode with Genghis Khan himself.

The mercenary handed a disk to his employer. "This is all the information you need for the direct satellite link-up. The web cams are all in place, you just need to activate them." Ghost chuckled and his tone became suggestive. "Although spying on teenage girls is a strange hobby for a guy who supposed to be building an empire. But hey, everyone needs to relax, right?"

The Mandarin ignored him."Your payment will be wired to your account."

"Pleasure doing business with you." Ghost waved and left.

"Dismissed," the armored tyrant told the loyal few and disappeared in a flash of light.

Later in his private chambers, Gene Khan fed the disk into his computer and began the video download.

Most of the images were mundane. Pepper slept, got ready for school, studied and snacked. There were strange gaps in the video feed, as if something was interfering with the signal. Not completely unexpected in the house of an FBI agent.

One of his favorite scenes was of Pepper prancing about her room in her underwear singing 'Lady Marmalade.' He chuckled despite himself and found how much he'd missed her enthusiasm for anything and everything. Her room was very much her; feminine and tomboyish in equal halves. Where _did _she get that SHIELD poster? He noticed she kept the small Chinese spirit charm he'd given her on her mirror and was heartened to see she remembered him.

Some of the images were incredibly strange. There was a boy about his age cuddling with Pepper, he noticed with a stab of jealousy. He looked again and was shocked to see the boy looked just like him, even his voice. Had she bribed someone from Drama class to pose as him or was this the Madame Masque he'd read about? That particular scenario intrigued him despite himself and he suppressed the lurid images that popped into his head.

Either way, this proved Pepper missed him, that she still cared. He tried not to hope that he might one day get her back but this scene looked favorable.

"Pepper," his hand caressed the frozen image of her face on the screen. "I miss you too. More than you'll ever know. But don't worry. We'll see each other again." He smirked triumphantly at the Makluan map in his hand and then smiled at her. "Sooner than you think."

**The End**

_And there's my episodic story, for better or for worse. I hope I managed to improve Pepper a bit. She deserves better._


End file.
